Falling For Our Stars
by bobdat
Summary: Hey. My name's Cat and this is a little story about myself and my three best friends, Rarity, Fly and Miri. Through fashion, coltfriends, exams and dances, the four of us have to make the most of growing up and, sometimes, growing apart. From Fly's new somepony, Miri's dangerous gossiping and my own new-found feelings, it seems we've all been changing over the summer holidays.
1. Chapter 1

Rain was hitting the windows of my bedroom when I woke up with a consistent droning. Light was coming in from behind the curtains, which was a good sign; it was finally morning. I had slept badly that night and was relieved that it was time to get up.  
The reason for my bad sleep was what was going to happen later that day. It was August the twenty-first, the day I was going to get my exam results, and I was very nervous. The redeeming side to it was that I was going to be able to see all of my friends again after seven weeks of holiday. But then school would restart and I didn't even know if I was going to be able to see them again. Plus it was raining, which was going to totally ruin my mane.

It was still raining when I ran out to the taxi carriage, parked just at the bottom of the garden path. The drops pelted my mane and tail despite my best efforts, and when I flung open the rear door and leapt inside, I could already feel how damp they were.

"Have you got everything, Toccata?" Mum asked. She'd made sure she was safe and dry inside the carriage as early as she could, leaving my dad and I to do everything inside.

"Yes Mum, Dad's just bringing the last things." I replied, flicking my mane out of my eyes. It was so frustrating that it had to be so wet, it made me want to cry. But I suspected that was because I was already stressed out from my nerves and lack of sleep.

"Sorry, sorry." Dad said as he loaded the last one of my bags and then climbed into the carriage.

"It's okay dear, we've got plenty of time." Mum patted his shoulder affectionately. Then she looked at me and her expression changed to a stern one. "Have you got everything? One hundred percent sure?"

"Yes Mum."

"Toothbrush?"

"Yes."

"Only you forgot your toothbrush that time-"

"That was four years ago. I have my toothbrush."

"Okay then. We can go."

The carriage pulled out onto the narrow country lane outside our house and I heard the taxi pony grumbling. He'd been waiting in the rain for half an hour already and he clearly wanted nothing more than to get inside and dry off. But he didn't have too long to wait. We were heading for the local train station, which was only a ten minute walk away. I had always disliked the fact that we lived in the middle of the countryside with nothing to do for miles. To buy clothes I had to walk to the train station and then ride the slow train for half an hour to the nearest town. My parents didn't care, of course. To them it was wonderful to live so far from civilisation.

Arriving at the train station was another huge fuss, mainly perpetrated by Mum. She had to double check that we had everything and double check that it was all stored correctly on the train and double check that we had the right seats even though there was barely anypony else on the train. It was so embarrassing.

But once we were settled and the train was moving it was okay. I had managed to get a pair of seats to myself whilst my parents caught up on a bit of sleep, so at least I had some peace and quiet. But I still couldn't sleep. My stomach was churning and I couldn't bring myself to do anything except stare out of the window.

I'd spent the entire of my fourth and fifth years doing nothing but studying for General Certificates of Equestrian Education, and today they were announcing the results. I was finding out the results of ten subjects, each of which would determine whether or not I was allowed to stay on at school for the next two years. And if I failed, then I'd be going home with my parents to spend a miserable year re-sitting at a local school with none of my friends.

In the end I passed most of the train journey staring at the countryside and wishing that there weren't so many stations to stop at. And that the rain would clear.

Only one of my wishes had been granted when we arrived at Westmanester Central Station. When we stepped off the train onto the wet platform, the rain had at least eased off. Westmanester is the capital city and where I went to school, so we only had another short taxi ride until we were there. Once we'd climbed into the next taxi carriage, I played with my mane and looked unhappily at it. It's an awful black colour that I hate and it just hangs straight all of the time, making me look constantly depressed. Thankfully, Dad noticed my unhappiness.

"You'll have done fine sweetheart." He said, trying to reassure me. It did help a little, so I smiled back, before returning to my mane. I tried to iron out some of the frizziness by using my unicorn magic, but it wasn't very effective.

Both of my parents were unicorns so it made sense that I was too. I'd always loved being able to use magic. The only problem was, when it came to my special talent... well, it had ended up being a talent at playing the piano. The piano was the worst thing ever. What kind of pony wanted to play the piano? Nopony interesting, that's who. It was the most uncool talent of everypony I'd ever met. The fillies at school all had talents like skiing or swimming or medicine. But I was stuck with piano-playing. It was sometimes pretty cool, when everypony applauded one of my performances, but it wasn't anything I wanted to do.

Before I knew it, the carriage was pulling into the school's long drive. I went to Buckingham High School for Fillies, an all-filly school just on the edge of Westmanester which was highly prestigious. The Headmare was always telling us about how many famous and rich mares had been to Buckingham. It must have been somepony rich that started the school though, because it was in a huge manor house with an even bigger garden. The drive was currently full of carriages carrying fifth year fillies and their parents, so ours parked behind the one in front and I jumped out. We didn't unpack everything just in case.

The instructions were that the results would be handed out in the main hall. The grey sky threatened to unleash another downpour, so we hurried up to the school's entrance so we were under shelter.

"Welcome, welcome back." The Headmare said in her manly voice. She was looking greyer than last year, I noticed.

"Ah Toccata, wonderful to see you." She enthusiastically shook my parents hands, so I took the opportunity to get away and head for the hall. My nerves were getting worse and I felt sick, so I hoped that my friends were waiting for me. Parents weren't allowed inside the hall to stop it getting too crowded.

I actually knew the names and faces of most of the fifth year fillies, but I had three close friends. The dorm rooms at Buckingham each have four beds, so I'd become best friends with my room-mates. Three of us had been room-mates for the past five years, and we'd met the other two years ago. When I stepped into the hall, it was my two oldest friends who were waiting anxiously together, trying to smile whilst probably feeling every bit as nervous as I did.

The results were going to be given out at eleven o'clock, which left ten minutes. There were two long tables at the front of the hall, covered in white envelopes. Inside each envelope was a printed sheet which told each pony their results. I was too afraid to think about it though, and I just walked over to my friends, feeling a little better when I saw their happy smiles.

"Cat!" The red-maned pony exclaimed. She was Miri and she was in a permanent state of excitement. Well, except for when she was in trouble, which was frequently.

"Hi Cat." The quieter pony was Fly, my best-best friend. We'd been sleeping in adjacent beds since the first day and we told each other everything. Not that I didn't like Miri, but she could be a bit of a gossip. She had been the one who'd first given me my nickname, which had stuck ever since with everypony except my parents and the Headmare.

"Hi Fly, hello Miriam." I teased.

"Ugh, don't!" Miri complained, shaking her head so that her unruly mane became even more messy. "I hate that name."

I knew she did, but I just giggled a little and hugged them both. We all had full names that we didn't like: Toccata, Miriam, Fly Leaf (although I thought Fly Leaf was actually a pretty cool name.) The only one of the four of us who liked her full name hadn't arrived yet, but I spoke too soon.

"Oh, hi Rarity!" Miri yelled, dashing over to hug our other friend. Miri and Rarity were best-best friends too; they were both total socialites.

"Hello Miri, and hi Cat, Fly." Rarity said in her exotic Equestrian accent. "It's so great to see you again."

We exchanged hugs, all feeling excited to see each other. Rarity lived in Equestria, so she was always miles away in the holidays. She'd begged her parents to send her to Buckingham two years ago, and she'd been here for school since. She didn't think much of the schools, or ponies, from her home town of Ponyville.

The moment they'd got over seeing each other initially, the Headmare interrupted by stepping up onto the stage.

"Welcome everypony. We're all here, so as soon as the clock hits twelve, you may go up to the tables and pick up your envelope. Good luck!"

It was an unpleasant reminder. I already knew that Fly and Miri would be fine. Both of them might look worried, but they were good at school. Unlike Rarity and I, who were both far more interested in reading magazines than studying. We just lacked the natural gift for being academic. And after the maths exam in June, Rarity had been so upset at how badly she'd done, it had taken hours to calm her down.

To continue at Buckingham, everypony needed to get a C or better in every subject. Of course, I had no concerns about Music or English. But my weakness was Science - I was seriously concerned that I'd miss out on a C in at least one science-subject. Then I'd have to leave my friends and the school... already tears were forming in the corners of my eyes.

As twelve o'clock arrived, around the country fillies and colts began to find out their results. The envelopes were arranged alphabetically, so I found 'T' and picked up the envelope with 'Toccata' nearly printed on it. I stepped away from the table and started tearing it open, despite the fact that I could probably have used my magic. I was just too nervous for thinking straight. The sheet of paper slid out easily and I unfolded it, scanning the sheet for any terrible failures. At first the list of black letters were really difficult to understand, but I started to work through them.

An A in Music and English, as well as unexpectedly in French. Everything else was a B... except for science. With some trepidation I looked up Biology. I was relieved to see that it was a C. Chemistry was the same. But Physics, which was my worst subject... also a C.

I couldn't describe how relieved I was. On the sheet was a breakdown of the exact scores but I didn't care, I just turned and saw Fly looking equally happy, so I pulled her into a hug.

One thing I hadn't missed during the summer was how noisy the school got. Fillies schools were notoriously loud places and Buckingham was no different. With ponies shrieking all around, I had to raise my voice to speak to Fly. "How did you do?"

"Straight As." She replied with a hint of pride. But her expression turned into one of needless concern. "What about you?"

"Er... I passed everything?"

"That's wonderful!" She hugged me again and I laughed happily into her green coat.

After the hug, I turned to look for Miri and Rarity. They were also hugging, just a little distance away, but Rarity had black tears streaming down her face, ruining her mascara. I could feel the nerves returning at the thought of Rarity having to travel back to Ponyville and not see us again, and I almost felt worse than before. If it happened to me then I deserved it for not working harder, but Rarity didn't deserve it at all.

Fly led the way over to Miri and Rarity and I followed, feeling apprehensive and trying to keep myself from crying.

"What happened?" Fly asked, concerned. Rarity couldn't speak between sobs so Miri replied.

"She passed maths."

I pulled Rarity into a hug, her tear-stained cheek pressing against my shoulder. "I'm so happy for you!" I said, before bursting into tears myself.

Once we'd all cleaned up our appearances in the toilets, the four of us went to inform our parents. Rarity's parents were still in Ponyville, so she had to go and send a Pegasus Express letter. I went and found my parents waiting anxiously in the school's entrance.

"So how did you do, pet?" Dad asked, looking concerned. Mum looked like she was about to cry. So much for confidence in me.

"I passed everything." I replied, smiling happily.

"Oh, well done!" Dad said, sounding relieved as he pulled me into a hug. "I knew you'd do just fine in those science exams."

"We're so proud of you." Mum added, whilst dabbing her eyes with her folded hoofkerchief.

Dad typically wanted to know all of the details, so I handed him the sheet whilst Mum hugged me.

"So we can go and unpack your things?" She asked me.

"I need to go and register what I'm doing next." I replied. Sixth years at Buckingham took four subjects - I'd chosen music, English, French and history.

"Oh yes. Well you go and do that, we'll wait by the car."

The Head of Year was a bright yellow pony called Mrs. Lemon. We sometimes made fun of her zany mane behind her back, but she was a bit absent-minded and never found out.

"Ah, Toccata." She said as I approached the desk she was sitting at. "Congratulations on your results, dear."

"Thank you ma'am."

"Now, for you it's an easy confirmation, isn't it... English, French, history and music?" She ticked them off as she said them.

"Yes, ma'am."

"Perfect! Your new dorm is number seven twenty six, which is-"

"On the third floor, yes."

She handed me the key and I headed back to the carriage to collect my things. I was glowing from the happiness of all of my friends getting to stay at the school for the next year and he weight that was now off my shoulders.

"Third floor? Crikey..." Dad replied when I told him where we were going. There were no lifts, so we always had to use the stairs. And Dad had to carry the heavy suitcases, of course.

"We have to hurry." I said, smiling at him. "Think of it as good exercise." I grabbed the rest of my things, which were much lighter, and headed back inside to show them where to go.

The third floor was the best floor. It had the best views, being right at the top of the building, and it was reserved only for sixth and seventh years so you didn't get any of the noisy younger fillies. When I arrived in the right corridor, I was pleased because I discovered that seven twenty-six was right at one end, furthest from the stairs. This meant that we would get advance warning of surprise searches made by the dorm mothers, where they tried to confiscate contraband like letters from colts and chocolate.

I unlocked the door and stepped inside, with my Dad struggling under the weight of the bags behind me. I was the first pony in, so that meant I got to choose whichever bed I liked. I picked the one nearest the window and the radiator. That way I wouldn't get too hot or too cold.

Dad left my suitcases and bags on the bed and sighed. "Next time you aren't bringing quite so much stuff."

"Whatever." I was too pleased with the new dorm to care what he said.

"We'd better get back." Mum said, looking at the clock. "Congratulations again on the results."

"Thanks Mum. I'll see you at Hearth's Warming." I replied, as both Mum and Dad kissed me on the cheek before leaving the room and shutting the door behind them. Now I was alone with my thoughts, but not for long.

Moments later Fly and Miri appeared, both dragging their own suitcases. Apparently their parents weren't so happy to carry everything upstairs for them.

"Hi! How cool is this room?" I grinned as Fly took the bed next to mine. Fly and I had been sleeping in adjacent beds for years, so Miri didn't complain. She got the window bed on the other side, which was nearest the door to the en suite bathroom.

That's when I discovered my mistake. Miri was terrible for taking ages in the bathroom, and if she was nearest the door it meant she would be the first one in there every time, making everypony else late.

"Any sign of Rarity?" Miri asked, opening her suitcase.

"She's just confirming her subjects. I saw her when I came past." Fly replied, sitting on her bed and taking in the new room.

Miri's suitcase contained more chocolate than it did clothes, and she began unpacking all of it. At Buckingham, food was strictly forbidden in the dorms, but that meant that you didn't get any chocolate at all. So everypony always brought loads and hid it.

"Planning to eat all of that yourself, are you?" I asked, giggling a little at the huge supplies she'd brought.

"Yes, hopefully. But I'm going to leave one or two of them in obvious places so that they get found during a search. Then they'll be less strict." She said, putting one under her mattress and another in her bedside drawer.

Searches were a constant threat. The dorm mothers, who were supposed to make sure that everything was okay for us and help us if we had a problem, came into the room at a random time of day and searched everywhere. Until last year everypony had hidden chocolate in the bottom of the shared wardrobe, but one of the mid-term searches discovered the hiding place and everypony lost lots of chocolate. So everypony feared searches and tried to find hiding places that would never be uncovered.

Once Miri had mostly unpacked, Rarity appeared at the door with only slightly smudged cheeks.

"Hi Rarity, we left you the best bed." Miri smirked.

"Thanks Miri." Rarity replied sarcastically, before giggling a little. "Isn't this room amazing?"

Fly nodded. "It's the best."

"But I overheard the Headmare downstairs and she says that there's going to be an inspection in ten minutes." Rarity said, sounding a little worried. "So we'd better hide everything."

The only minor panic that occurred whilst they unpacked the chocolate and all of their clothes was that Miri had far too many chocolate bars to hide. She eventually managed to force them underneath her bed just before the dorm mother knocked on the door.

"Hi girls, welcome to your sixth year." She said. "Do any of you have anything you'd like to ask?" Nopony said anything so she continued. "Okay, well if you would step outside for a moment whilst I check to see that everything here is in order."

Outside we waited for a few minutes, hoping that nothing would be found. But all of the other rooms had been searched and nothing found, so there was no reason to panic.

"Miriam?" The dorm mother said as she came outside holding the easily-findable chocolate bars Miri had left. "I'm confiscating these, but well done to the rest of you for not giving in so easily."

Then we were allowed back inside and Miri smiled. "Told you that I wouldn't have a problem. She found nothing."

The four of us each ate one of our chocolate bars to celebrate, even though it was nearly lunch time.

"So, who wants to talk about their summer holiday?" Fly asked hopefully. We had plenty of time to kill for the rest of the day.

"No, we have to do that tonight. Then it's more fun." Miri insisted. "I say we shop."

"With what money?" It was my turn to moan. "I spent all of my maintenance money three weeks ago."

"Same here." Fly said, smiling at me.

"Going shopping in Maneminster is out then." Rarity said, lying back on her bed and sighing.

"If we're stuck here..." Miri started, stroking an imaginary beard. "Anypony want to go and buy some magazines?"

"Oh yes, the September issues should be out." Fly added, getting up suddenly.

"I'm okay." Rarity said. "I've brought loads with me."

"I thought you had no money, like me?" I said, looking at Fly.

"Oh... I have a little bit left."

Fly and Miri left to go to the local shop and pick up their magazines, leaving Rarity and I sat around in the room with nothing to do.

"So, which subjects are you taking?" She asked me, lazily adjusting her eyelashes with her magic.

"English, French, history and music. You?" I just flopped on my bed and propped my head up on a pillow to look at her.

"We'll be together in French and history, but I'm also doing art and textiles." She replied, now examining her manicure.

I smiled. "You'll have no problem passing textiles."

"And you'll find music easy." She said, smiling back. "Do you want some of the Equestrian chocolate I brought from Ponyville? If I show the others I'll barely get anything."

She broke the bar in half with her magic and floated one of them over to me. Equestrian chocolate had a strange taste; it wasn't really any nicer than the chocolate we had, but it was a nice change. Rarity loved it, though.

"Thanks." I said, biting off a corner.

"Now you have to help me in history for the rest of the term." Rarity said, neatly dividing her half into squares.

"No chance, you're on your own. Anyway, it'll probably be me that's asking you."

"We can fail together and just ignore those two geniuses." She waved her hooves in the general direction of Miri and Fly's beds.

"So how was Ponyville this summer?" I'd always envied her getting to spend her holidays somewhere warm and not rainy like I did.

"Oh you know, lovely and sunny, and I got to spend lots of time with my friends in Ponyville." She said, brushing a speck of dirt from her coat. "We even went to Canterlot one weekend! It was so glamorous. I wish I could live there someday. But apart from that, my parents were a bother, but so are everypony's."

"You're right." I agreed, continuing to eat the chocolate. "Do anything else fun?"

"I think Miri might kill me if I tell you." Rarity giggled, waving her hoof at me. "Don't be sneaky."

Fly and Miri returned a few minutes later, carrying a number of magazines with pink and white covers.

"The new issue of Photo Style must have come out today." Miri said excitedly. "I looked yesterday and I could only find August's."

"Oh, I haven't seen it yet." I said, jumping up to have a look. By each buying a quarter of them and then allowing the others to look at them, we managed to read practically every style magazine going.

"I don't want to spend all afternoon looking at them, they have to last a month." Rarity complained, poking at her mane with her hoof. "Let's go somewhere."

"Like where?" Fly asked, not moving her eyes from whichever magazine she'd bought.

Rarity just rolled her eyes. "My mane is so flat at the moment." She said, changing the subject tactfully.

"I've had that problem." I added, not feeling self-conscious about my awful mane. "I can't seem to get it to hold any volume."

As I spoke the words, large raindrops began to pelt the window panes.

"Ugh. This kind of thing just doesn't happen in Ponyville." Rarity said, looking out at the dark clouds before collapsing heavily back onto her bed.

The four fillies ended up whiling away the afternoon restyling each other's manes and tails. Rarity's were already elegantly styled, but she allowed Miri to try a new, messier style which didn't suit her. Then she expertly styled everypony else's manes, after brushing hers back to normal. She used a spray she'd brought with her to fix my hair and try to get it to bounce a bit more, but it was only partially successful.

Ten o'clock was the time that all the fillies at Buckingham had to be in their rooms and be quiet by. The staff and teachers went to bed then, so if you were noisy you often got an angry teacher banging on your door. We were all giggling about a immature joke Miri had told when the dorm mother knocked on the door.

"Okay, time to keep it down." She said through the door, muffled slightly.

"Okay ma'am." Rarity replied, before giggling quietly. "Miri, get the curtains."

Once the curtains were shut, Miri bounced excitedly on her bed, sending the glossy magazines sliding to the floor. "So, let's discuss our boring summers."

Before anypony replied we all got ready to go to bed. I brushed my mane and tail, sadly noting how awful they were, whilst Miri hogged the bathroom for twenty minutes.

"Come on Miri." Fly complained, holding her toothbrush and knocking on the door. Miri replied by singing an annoying song.

By quarter to eleven though, Miri had finished cleaning herself and all of the fillies were lying in bed giggling.

"Okay okay, let's start with you, Fly." Miri said, still over-excited.

"Oh, really?" Fly was always shy and didn't like talking about herself.

"Yes, how was your summer, Fly?" Rarity asked, filing her hooves carefully.

"Umm, well, I didn't really do much when school finished, but I went on holiday with my parents."

"Where did you go?" I asked, trying to make her feel more at ease.

"We went to Hoofington to visit my grandparents, and we stayed in a hotel. There was a kind of cute colt who was staying on the floor below..."

Everypony giggled.

"I only got to speak to him a few times though, because we spent most of the time with my grandparents." She added, shrugging. "I think he was busy too."

Fly always got nervous when talking to colts, so I guessed that she'd probably mumbled and waved at him once or twice in the morning. She'd had that problem since we met on the first day of school. She was also afraid of the dark, but I didn't tell anypony. It was her deepest secret.

"So then after the holiday, I mainly just worried about my results and read books. I finally got round to reading the last few Whickens novels." Fly said happily. Fly was a total bookworm and loved reading everything from magazines to huge novels with no pictures. She always read the style magazines from cover to cover, whilst I just looked at the models mainly.  
"But they're so booooring." Miri laughed, getting a glare from Fly. "It's all about boring old stallions and their wives."  
"No they're not. You just don't understand." Fly replied, putting on a sulky voice but smiling underneath.

"Anyway, that makes it your turn to talk about your summer." Rarity said to Miri.  
"Well, I have loads to tell you. There was this youth club I started going to, which had loads of colts, and..." The red-maned filly started, launching into full-on gossip mode. Miri's special talent was for memory, which meant she was amazing at quizzes and even won some competitions when she was younger. But now she used it to absorb as much gossip about everypony as she could. She even knew all of the scandals going on with the first and second years.  
"... but they were all so unsophisticated, even the good-looking one. You know how they are."

I nodded. Colts back at home always seemed to be so boring and immature.  
"Colts are so stupid sometimes." Rarity agreed.  
"But that was pretty much it. I wasted way too long trying to get them to notice me." Miri complained. "Of course, I missed you girls too."  
"We didn't miss you." I giggled, and she threw her pillow at me. It missed and hit the wardrobe with a thud.  
"Okay Cat, your turn." Miri said as I returned her pillow.  
My summer was completely boring. I'd been to four piano recitals and practised every day for an hour. I'd gone with my parents for a weekend in Westmanester and we saw the visiting Equestrian Philharmonic. Then I'd just complained about the weather and worried about my results.

"Um, I didn't do much. Just played the piano and did what my parents wanted." I said. "Sorry to be so boring. I only met one colt and he played the saxophone at a recital. But he wasn't my type."  
Miri just sighed at my boring story. I did feel bad for being such a boring pony, but I couldn't help it. My special talent was boring so I was probably boring too.  
"That just leaves you, Rarity." Miri said, finally expecting something good.  
"How is Sweetie Belle?" Fly asked with a smile. "Those pictures last year were so cute! She's like a little angel."

"Oh, Sweetie Belle's just fine." Rarity replied. "She's a bit bigger than in those pictures, though. She starts school in a year, can you believe it?"  
"Bring her here!" Miri exclaimed, bouncing on her bed a little.  
"Quiet, you'll wake everypony up." Rarity scolded, throwing her pillow at Miri. It hit her in the face. "Anyway, I spent most of my summer helping to look after her and trying some dress designs. No cute colts, there aren't that many in Ponyville." She sighed.

We ended up talking until the clock was showing two o'clock in the morning, but it was mainly Miri talking. Fly fell asleep at around one o'clock and didn't wake up even when Miri got carried away. Finally, when Rarity stopped replying, Miri announced that she was tired and wanted to sleep. I was just relieved that I could finally close my eyes; it had been an exciting yet tiring day.


	2. Chapter 2

"Did you fillies know that Bubbles didn't get all Cs?" Miri told us conspiratorially as we made our way to breakfast. Her hushed tones made it obvious that this was big news.  
"Really? Oh my, poor Bubbles," Fly replied, looking a little sad. "So she's not here?"  
"Yep, but she's the only one. She didn't pass English," Miri continued, before rushing away to tell other ponies. I suspected that would mean the entire school.

It was the first day of the school term, and the school was finally alive with ponies. All of the younger years had arrived the night before. We'd passed the ten days since results doing induction work for our new subjects and enjoying our new privileges. School had arrived, but it had arrived with free periods which were the best thing ever. A whole hour lazing around doing nothing.  
"Imagine, a whole lesson of doing nothing!" I said, fantasising happily about my new-found freedom.  
"I think we're supposed to work during our free periods. Catch up with the extra homework we're getting now," Fly said in her normal sensible tone.  
"Whatever, I'm sleeping in the first one. I missed half an hour's sleep because Miri took so long in the bathroom."

There was no rain hitting the windows as we made our way downstairs to the dining hall. September had started cold but dry, which killed my slim hopes of Saddle Arabian summer. The only reason I had willingly dragged myself out of bed was to pick up our new timetables, details just how many free periods I would be enjoying this term.  
"Looks like they've got fresh daisies today," Fly informed me shortly before I started heaping them onto my plate. Breakfast was always subdued because all of the older ponies were still half-asleep.

Dinner was my favourite meal of the day. Lunches from the dining hall always tasted weird (we didn't know why) so only the first and second years ate them. Everypony else got sandwiches and went back to their rooms, or in the case of the sixth and seventh years, to the common room. But dinner was the best time of day. Everything happened at dinner, from complaining and teasing right up to hoof-slap fights and massive tantrums. They were so unpredictable, and usually turned into the highlight of my day.

I ate my daisies slowly, hoping I'd wake up before I had to go to my first class, but it only took ten minutes for Fly to grow impatient.  
"Come on Cat, or we'll be late."  
Lateness was one of the worst sins at Buckingham, so I downed my orange juice in two big mouthfuls and followed Fly towards the main hall. It was time for morning assembly, after which we'd finally get our timetables for the year.

We got seats near the back, which meant we didn't have to listen too closely. Sunlight was streaming annoyingly through the windows, shining into my eyes and really irritating me. Of course, when the sunlight blinded you during exams it was even worse.  
"Welcome back to Buckingham, everypony. It's so nice to see you all again, as well as our new arrivals, who I assume will be treated nicely by everypony."  
The Head was stood on the stage, reading from a sheet. She always shouted and never used a microphone.  
"Some quick notices. Breakfast is at eight sharp, do not miss it. Lights out at ten with no noise; any noise will result in detention for the whole room. " She smiled, showing us her missing teeth. "Now I hope you all have a lovely term."

With that, the stampede for the doors began, everypony wanting to get their timetable and start complaining as soon as possible.  
"How's yours?" Fly asked, scanning the room for Rarity and Miri. "Mine looks okay."  
"Double French on Fridays but nothing worse. How many free periods do you have?" I had counted eight on my timetable.  
"Eight," she replied, and I was relieved.  
"Oh, same here."  
"I've got double drama on Tuesdays and Thursdays though." I d never understood why quiet Fly had been so interested in drama.

History was first on a Monday, so I set off back to the dorm room to pick up some paper, my timetable floating in front of me.  
"I'll see you at lunch?" Fly suggested as we pinned our timetables up beside our beds.  
"Great! See you then." I smiled at my best friend as she made her way out of the room and downstairs to her first class. Hanging around to wait for Rarity and Miri was attractive, but I was already a few minutes late for History. Anyway, I'd see Rarity in cass.

History looked bleak until Rarity sat down next me, sharing my desk. Now it looked like it would be just like old times.  
That was, until we started the first exercise. My pen floated in front of me, spinning around aimlessly as I stared at the worksheet. We were supposed to be matching the portraits for famous ponies to things they had said, but I was clueless. I brushed my mane out of my eyes and shrugged.  
"Stuck?" Rarity asked me in hushed tones.  
"Yes," I replied quietly. Advanced history was much harder than I had anticipated.

When we marked the sheet at the end of the lesson, I had only got two wrong thanks to Rarity's help. Of course, Rarity had got hers all right, but she didn't say anything and merely pushed the sheet into her file.  
"I'll see you in the common room later?" She said as we exited.  
"Okay."  
She walked away, her perfectly styled tail bobbing along behind her. I was jealous that she always found time to look great.

Music was my favourite lesson. Mainly because I found it easy and always got good marks, which made a change to usual. It was all classical study, which was really boring, but meant that by the end of the lesson I'd done all of the work and the homework. It had always annoyed me that none of my friends took music so I never got to help them, and in every other subject I had to keep asking for their help.

Afterwards I made my first trip to the common room. Miri and Fly were already relaxing in the corner.  
"Is this desk okay?" Fly asked timidly, looking at me.  
Miri interjected. "The seventh years told us that the desk you pick at the start of the sixth year is the one you have for the next two years."  
"Well this is fine," I said, sitting down. Fly was eating a sandwich and looking at her notes from that morning.

"Sorry, I got held up finishing a painting.. it was terribly mucky," Rarity announced as she sat down opposite me with a sandwich. "Eating this will make me fat."  
"You're totally thin Rarity. I'm the short and fat one," Miri whined. "I'm skipping lunch today."  
"Same here. I need to diet down," I said, feeling overweight just looking at a sandwich. I'd taken to stress-eating over the summer and gained half a stone, which manifested itself horribly around my waist. "I ate nothing but carbs yesterday."

Rarity was much less keen on her sandwich after that. "Anypony else want half?"  
"I wish," Miri said sadly, before staring out of the window. "Before the Hearth's Warming Eve dance, we have to do one of those diet pacts. It makes it much easier to stick to if your friends are doing it too."  
"I'd forgotten all about the dance!" Rarity exclaimed happily once she'd finished her mouthful. "We're finally allowed to go, it'll be so delightful."  
"Saving up for dresses will be hard though. I always spend all of my money," Miri said, the excitability draining out of her. "Mainly on chocolate."

I had a thought which cheered me up a little. "Hey, we get our maintenance this weekend. Anypony else want to go into Maneminster?"  
"Teachers are usually pretty light with homework in the first week," Fly said as she finished her lunch.  
"And it'll be the start of the autumn fashions!" Rarity added, her eyes going wide with happiness. "We just _have _to go."

The Saturday train into Maneminster Central station left at nine o'clock, so I had to drag myself out of bed much earlier than I would have liked. I was still struggling to keep my eyes open as half past eight came and went, and Miri was still buried under her blanket.  
"We'll be late if you don't get up," Fly told her. "You've only got fifteen minutes before we have to go." She tapped Miri's shoulder, eliciting a groan.  
"Just leave me here to sleep... I can't face being awake."

Whilst I was brushing my tangled mane, once again complaining about how it lacked... well, everything, Fly and Rarity teamed up to drag Miri out of bed.  
"Really Miri, stop this nonsense. If you keep this up, you'll be the only one looking totally unfashionable at the winter dance," Rarity complained at her.  
Miri just grumbled under her breath as she staggered into the bathroom and locked the door.  
"Hurry, you've got ten minutes or we're leaving you," Fly said as she banged on the door with her hoof.

The bouncy pony took fifteen minutes as usual, and we had to run for the train. I hated getting my coat sweaty, but when we sat down in the carriage I could feel the familiar stickiness permeating under my raincoat.  
It was raining when we exited the train in the capital, faced with the hustle and bustle of the big city. We rode the tube to the main shopping districts, making fun of the posters in the carriage.

"I wish I was rich and could buy everything from the expensive shops," Miri dreamed as we walked past a boutique with fancy dresses in the window.  
"When I have opened my boutique, you can have anything you like for free," Rarity declared as we headed for a fashionable-but-cheap shop that specialised in reduced designer labels. The rain was making my mane worse than usual and I didn't feel like trying anything on because I knew it would just look awful.

Rarity held up a blue bracelet. "This would suit you, Fly. Might complement your coat."  
"I don't usually wear bracelets," Fly replied cautiously, not wanting to insult Rarity's taste.  
"Well it's up to you, sweetie," Rarity continued, dropping the accessory as something else caught her eye.  
"What do you think, girls?" Miri piped up, poking her head above the clothes racks. She was wearing a bright pink bow, attached to a mane band.  
"Oh, no no no. Clashes with your mane," Rarity informed her, gently removing it with her magic. "Look for something in black."

Miri sighed. "Without you, I'd just walk around looking like a clown."  
"Which is different to what you normally look like?" I teased, before stepped away quickly before she hit me with a frosty stare.

Fly gasped as she found something. "Oh my, do you remember these?" She held up a gaudy yellow maneband with a false set of eats attached.  
I laughed. They had been the height of fashion last year, and I was sure I still had a rogue one somewhere at home.  
"Oh yes! They're so terrible," Rarity said, cringing. "Put them away."

For once the shop let us down, none of us finding anything we liked enough to buy, except for Miri who bought the bow band in black.  
As we left, we passed through the sock section.  
"Socks anypony?" Rarity giggled. Fly blushed a deep crimson.  
"No chance," I said, giving them a wide berth. "Can you even imagine wearing them?"  
"Maybe if I had a coltfriend," Miri said, before breaking into uncontrollable giggles.

We stepped into the pouring rain and Fly spotted a forlorn-looking ice cream cart. "Shall we get one?"  
"Fly darling, it's tipping it down," Rarity said. "Not ice cream weather."  
"But now I really want one."  
"Me too!" Miri said happily, eyeing up the giant ice cream on the top of the van.  
I gave her a disapproving look. "What about that so-called diet?"  
"Oh yeah..."

After some discussion, Fly decided to get one and Rarity and I bought one to share. Miri eventually stuck to her diet and went without. We sat in the doorway to a shop as we ate them, Rarity and I taking turns to lick the mint-flavoured ice cream and complain about how unhealthy it was whilst Fly scoffed hers down.  
"We should look for make-up next," Miri told us, trying to keep her mind off the ice cream. "There's a good shop just round this next corner, I think."

We only had to look at the price of one bottle of hoof-polish to know it was too expensive, so Rarity took us to somewhere a bit cheaper.  
"Pink or red?" I asked Rarity, holding up both tubes of lipstick.  
"Pink. Always go pale," the fashion pony replied without looking up from a pile of hoof polish bottles.  
I decided to buy the pink one but declined to try it first. I could still taste the mint from the ice cream, and as I passed her I caught a smell of Rarity's equally minty breath as she tried out some peach lipsticks.

The sky had turned black and the rain was getting much harder when we boarded the train home. Of course, once we arrived back at Buckingham it was hammering down and not even my raincoat was enough to save me.  
"Anypony have an umbrella?" Rarity asked sadly.  
"I do," Fly replied, helpfully pulling it out of her bag. It was tiny though, barely enough to cover one pony, let alone four.

Once we arrived at the school's door we were soaking wet and laughing at each other's manes.  
"Fillies, whatever did you think you were doing going out in this weather?" the dorm matron asked as we dripped our way up the stairs.  
"We were in Maneminster and didn't realise the weather was going to get this bad." Fly explained as the rest of us shuffled past, heading for the towels that were waiting for us in our dorm.  
"Take umbrellas next time. And get dry before you catch cold," the older pony told us sternly. "We don't need an epidemic."

We took it in turns to warm up in the shower before settling in for the evening. My bed looked so inviting and my legs ached from all of the walking we'd done.  
"I'm so tired out. I could fall asleep right now," Rarity said, putting her purchases away.  
"I know what you mean. This whole week has been tiring," Miri added, collapsing onto her bed with her eyes closed.  
"Who knew school could be difficult?" I said as Fly came out of the shower, a slight smile on my face as I propped myself up with pillows.  
"I'm regretting that ice cream," Fly told us when she sat down on her bed, holding her tummy.

I picked up the book I was supposed to be reading for English and tried to focus on the next chapter as Miri chattered about calories.  
"What do you think, Cat?" She asked me.  
"Oh, I don't know. You probably got plenty of exercise today."  
"Maybe you're right. What do you think Rarity? Rarity?" Miri frowned at Rarity, who was lying motionless on her bed.

"She's asleep, I think," I said, trying to locate my bookmark.  
"Then I'll wake her," Miri said, picking up a pillow.  
"Touch me and I'll destroy you," Rarity said dramatically, not bothering to move.  
I giggled then tried to focus again. But my tired eyes were telling me to give up.  
Miri pretended to look shocked before launching the pillow and squealing as Rarity enacted her violent revenge.

The weather worsened as October wore on, and by the last week I'd turned the radiator up to its maximum setting permanently and spend my mornings scraping ice from the inside of the window panes. Once the clocks had gone back it was suddenly very dark in the evenings, which restricted our activities to studying and complaining about how good all of the models in the magazines looked. Fly just carried on reading her books as normal. November was my turn to buy the fashion magazines, so I made a very wet trip to the shop to pick them up.

"Hi Cat. Looking for something in particular?" the shopkeeper asked when I walked in, my mane dripping.  
"Just the usual order of magazines please Mrs. Petal," I said, glancing around the shop while she got them from behind the counter.  
"You girls at the school certainly do like your fashion magazines," she said kindly as I handed over some bits. "Can I interest you in some Nightmare Night sweets? They're half price."  
"Oh, no thank you. I'm trying to save my bits," I smiled. "Although they look tempting."  
"Well, you can take a few for free. Make sure you give some to Miri though, that's my only condition," the greying pony said, her eyes twinkling. "I know she'll have one taste and then come running here."

Mrs. Petal was exactly right, and we all had to listen to Miri complain about how little money she had left for the next few days. The only thing that made it bearable was the fact that Nightmare Night was coming up, which gave us a brief respite from all of the homework.  
Traditionally all of the younger fillies and colts would go out and give sweets to Nightmare Moon, but it was seen as a bit childish and... _Equestrian_ for we more sophisticated fillies. Instead, we held corridor parties with food and punch and dancing.

The only pony in our year who took it seriously was Rarity, for whom it was a more important tradition. She always went all-out and made an amazing costume, whereas the rest of us were unwilling to spend bits on costumes we'd only wear once. And this year was no exception. I dressed up in all-black clothes with a black hat so I'd look like a cat burglar - not that anypony except me got the joke. At least it was more creative than Fly, who just wore an old sheet and tried to look like a ghost. Sadly for her, the sheet was rather thin and her green coat showed through, making her look a bit... strange. Miri just wore many brightly coloured accessories and went as somepony from the 80s, messing up her mane and looking decidedly unfashionable. She'd even dug out a pair of pink false ears.

Rarity though, looked fabulous. She'd dressed as Nightmare Moon in a hoof-sewn costume, which looked as realistic as anything I'd seen in textbooks.  
"You forgot the wings," Miri said unhelpfully as she tried to squeeze another neon green wristband onto her hoof.  
"Too difficult to make," Rarity replied. The rest of her costume was made up of a long dress, dyed black with moons painted on it.  
"You look great Rarity," Fly said, muffled by her sheet.  
"Thank you darling. I still don't understand why you three won't let me make you costumes. Oh well, shall we go?" She batted her eyelashes and smiled.

We'd been invited to go to the corridor below, which was a party being hosted by some seventh years. They'd only invited us to make up the numbers, but we were happy to go for the free snacks. Costumes at the party ranged from some ponies who had just smeared on face paint with barely a thought, to Rarity's glamorous ensemble which drew gasps and admiring looks from everypony present. Nearly everypony stopped her to compliment her, which suited me because it meant I could get to the snack table more easily.

"Rarity's costume is really pretty," Fly said though a mouthful of hay fries. "I wish I was that talented."  
"It is nice.." I replied, looking over at my friend. "It even suits her."  
Fly quickly got annoyed at all of the ponies who kept standing on the bottom of her she, so we filled some plates with food and made our way to a quieter section of corridor, going back only to refill our cups with the strange purple punch.  
"I like your costume too, Cat. It's a really good idea," my best friend said. She was always trying to be nice.  
"Thanks Fly. I like yours too."  
"Oh, no. Mine wasn't a very good idea. I look green," she replied sadly, looking down at her hooves.  
"Maybe a little bit," I smiled, looking over at Rarity again. She had finally shaken off her admirers and was coming over to speak to us.

She sat down rather wearily next to me. "Oh my, those ponies do like to talk! I've left them with Miri, who should be more than a match for them." As she spoke, she brushed the hem of her dress so it would lie flat.  
Fly looked across at Miri, who was deep in conversation with some seventh years. "Yes, looks like it. She can talk forever."  
As the words left her mouth, Miri turned around. "Hey Fly, can you come over here a second?"

Fly snaked her way across the corridor, trying to stop anypony from stepping on her sheet, and left me with Rarity.  
"I wonder what she wants," I said, idly speculating in my head.  
"Could be anything, knowing Miri. Anyway, I meant to say earlier, I just love your costume. Apart from, you know, the lack of colour," Rarity said, clapping her hooves together. "A cat burglar, right?"

I blushed at the compliment, then smiled when she guessed right. "Finally, someone who guesses it without me needing to tell them!"  
"Oh well I wouldn't go that far. Miri told me earlier," Rarity admitted, giggling a little. "Sorry."  
"I knew I should have gone for something more obvious," I said, a little bit annoyed at myself for going for a clever idea over something easy to guess. "Do you want some punch? You haven't had any since you got here."  
"If you don't mind sharing," Rarity said as she picked up my cup and drank a few mouthfuls. "To tell you the truth, this costume is a little warm."

We sat and watched the party progress, Rarity flustered by the constant attention lavished on her and me feeling a little bit like a spare part. It was a seventh year party really, and only the glamorous sixth year fillies got to really take part.  
"We'll probably have to host this next year," Rarity finally said. "And provide all of the food."  
"I think the school supplies some of it," I replied, shrugging. "But we should definitely make the most of not having to clear up afterwards." My eyes strayed to her face, noticing how expertly she'd managed to apply her mascara, framing her eyes perfectly without any unsightly deviations.

She looked back suddenly and our eyes met awkwardly. I looked down at my hooves.  
"Shall we dance?" She asked, still looking at me.  
"Oh, I don't know..."  
"Nonsense. Come with me."  
I found myself being pulled into the area of the corridor near the stereo, where music was playing rather loud. Once there it was actually quite easy to join in, especially since I wasn't wearing a bulky costume that got in the way. Plus, dancing with Rarity was fun because she was enthusiastic, but I did catch her occasionally glancing the way of the popular seventh years with a worried look.  
Miri and Fly joined us after a while, although Fly spent most of her time trying not to get trodden on.

Another bunch of seventh years burst in on our party, bringing leftover cake. We swapped it for punch, or rather, Rarity swapped it for punch without anypony's permission. Not long afterwards the dorm matrons arrived and sent us all back to our dorms, severely warning us that any further music playing would result in detention. We lost Miri on our way back, she heard a tidbit of gossip and couldn't drag herself away. By the time she'd been escorted back to our dorm by the matron, the rest of us were ready to sleep.

"What was so important that you had to disappear?" I asked, lounging lazily on my bed and wishing there had been more cake. I was still supposed to be dieting, but it wasn't happening.  
"Oh, nothing. Bit disappointing really," Miri replied, shutting herself in the bathroom to de-accessorise.  
"Don't be too long in there. Cat and I have a history test tomorrow," Rarity told her.  
"Do you think we should do some studying tonight?" I asked the unicorn, feeling my stomach start to twist with anxiety.  
"Forget it. We won't remember anything we cram now," Rarity said, with some authority as she applied face cream.

The test was a total disaster, I reflected as I left the classroom and headed for the common room the next morning.  
"Don't worry about it," Rarity said kindly. "You might be allowed another go."  
"Thanks Rarity," I said, smiling at her, but feeling inside like I might do even worse on my second go.  
"We can study now? I don't have any lessons until later," she suggested to me.  
I knew Fly and Miri would be in lessons until later, which gave us at least an hour of peace and quiet to work. "I think I need it," I told her.

"So, when the question says 'explain the impact of Starswirl the Bearded on pre-Equestrian society', it's really asking you to explain what his research led to," Rarity said, pointing to the relevant paragraph in the textbook. "You just need to link it to his discoveries."  
"How do I know what to include?" I asked, confused that the question would ask something different to what you were supposed to put for an answer.  
"Well, the gorgeous Princess Platinum was the centre of pre-Equestrian society, so when you see the word 'society', try and link it to her," the unicorn explained patiently, her blue eyes flashing towards mine every so often. I focused on the book. "How did Starswirl's discoveries change how Princess Platinum acted?"

I paused to think. "Did he stop her treating the earth ponies so badly?"  
"Pretty much. His magical ineffectiveness theory meant that the unicorns had to rely on the earth ponies more," Rarity told me, pointing to the line in the book.  
"Oh yes, I see it. They needed the earth ponies to grow food, so she renegotiated those trade thingies."  
"Trade contracts, yes! You're getting it."  
I smiled at her, then caught myself admiring her eyelashes. I tried to cover it up with a quick question. "Because of the closer co-operation, they ended up in conflict?"

"Now why couldn't you have put all this on the test?" Rarity laughed. "Then you'd be fine."  
"Maybe if the questions asked what they wanted you to write..." I grumbled.  
"Don't worry, there's a technique to it. Plus it's ages until the real exam, plenty of time for practice. You can study in your free periods instead of gossiping with Miri."  
I blushed since I had just been looking at the clock and wondering how long it would be until Miri returned with some hot news. "I do study, but history just gets left behind."  
Rarity giggled. "I do the same thing too, don't worry."  
"But you had time to make that amazing costume for last night! And everything else you do. You're just too organised," I said, resting my head on the textbook and trying not to look at the work.

"Practice makes perfect. Now, let's get back to this Starswirl question." Her Equestrian accent usually came to the fore when she tried to sound like she was in charge, despite her efforts to adopt a more sophisticated accent. "Move your head."  
I sat up. "What else do I need to do?" I stared blankly at the page.  
"See this bit, about his students?" She jabbed her hoof. "Why is this important?"  
"Because he trained them?" I tried.  
"And...?"  
"I... don't know."

Rarity shook her head. "We made notes on this in class."  
"Oh, are we meant to use those?" I started rifling through my folder.  
"That's the point of classwork."  
"Sorry."  
She just tapped the book and looked a bit distressed. "I'll forgive you if you can answer the question."  
"Is it because... his students were important?"  
"Yes! They went onto important roles in society and spread his personal influence."

I sighed in relief. "Starswirl was really complicated."  
"His cloak would make a good costume though, don't you think? Robes are quite like dresses, so with a hat and a beard it would look fantastic," she mused, looking at the portrait. "Shame beards don't suit me."  
"I can see that," I said, giggling.  
"Facial hair in general actually. Tiaras though, they suit me. I wonder if anyone in this book has a pretty tiara..."  
I was happy to have a few moments away from the brain-melting boredom of the history textbook while Rarity flicked through, her eyes wide at the thought of wearing a tiara.


	3. Chapter 3

Winter came in a hurry, leaving piles of wet leaves on the lawns of Buckingham. Everypony knew that the period between Nightmare Night and Hearth's Warming Eve was a dreary one, with the temperature flirting with the negative figures but snow being slow to come. The best way to warm up was Bonfire Night, taking place less than a week after Nightmare Night. The school didn't have any fireworks of its own, but all of the fillies got to pile into coaches and be taken down to Platinum Palace Park in Maneminster to watch the fireworks at the Platinum Palace transmitter. The carriages were budget but that didn't deter anypony from making the most of a rare school outing.

"Why do you have to hold these fireworks when it's so cold?" Rarity complained, wrapping another thick scarf around her neck. It was still a few degrees above freezing, but Rarity was particularly susceptible to the cold temperatures and always piled on the layers, ending up looking like a walking lump of fabric.  
"It's to remember the plot to imprison Princess Platinum," Fly replied even though everypony already knew it. The same story was trotted out every year.  
"Why couldn't they have plotted to overthrow her in July," Rarity grumbled, pulling the scarf tighter. "Do you think I need boots? Better had."

In reality, everypony knew that the best part of Bonfire Night was the fact that they could meet some of the local colts. Fly and I had never been that interested, more more accurately, the local colts had never been that interested in us. We preferred to go on the various rides and attractions in the park. Rarity and Miri, though, loved the attention and tried to get friendly, but the dorm matrons were always on patrol and made life difficult.

As we stepped outside, a bitter wind bit at our ears and I wished I'd brought a hat. Rarity looked smug under her many layers, but I knew she'd be sweating before long. We cantered down to the carriages, anxious to get an empty one so we wouldn't have to share. Rarity was weighed down and took ages to catch up.  
"Was that third coat really necessary?" I asked, poking out my tongue as she clambered into the coach.  
"Yes, it was."  
The coaches were built for six but we spread out to try and deter any opportunistic first years wanting to get a ride with the cool, older ponies.

The sun set as the carriages creaked their way to the park in a long convoy. Pinks lit up the sky, suggesting it would be another cold day tomorrow.  
"I hope there are plenty of colts there," Miri enthused, clapping her forehooves together.  
Fly wasn't impressed. "Just make sure you don't get caught."  
"Fun police," Miri replied, before giggling. She was always in her best spirits whenever colts were involved. "Anyway, the sevenths years always get to sneak off, so surely we can too? I heard Crystal Shores missed the carriages home because she lost track of time." A dreamy look came over the excited pony's face.  
"You hear too much," I warned her. "I'm not spending all evening covering for you."

The fireworks were scheduled for seven, which gave us two hours to enjoy the rides and try not to get too old. But it was always busy with foals and their mothers at first, so we rode on the free merry-go-round over and over to pass the time, watching each other's breath rising in the artificial lights.  
Miri practically leapt from the ride when she saw a group of promising-looking colts hanging around near a hay fries stand. We followed her of course, but I wasn't very keen on embarrassing myself in front of yet more colts.

Miri latched onto a handsome colt with a black coat and big muscles, and spent the next few minutes complimenting him and hanging onto his arm. "Do you pull carts? You look like you do." It took them a matter of minutes to disappear off together, and Rarity rolled her eyes. I didn't like colts who thought a few muscles were enough to get any filly they wanted, but there were plenty of ponies like Miri who would make them think just that.  
"So what school do you go to?" I asked the remaining colts. Most of them just mumbled and wandered off.  
"We go to Platinum Palace Colt's School," the nearest one say, pawing the ground with his hoof and sniffing loudly. There was an awkward pause, during which Rarity stalked off in the direction of Miri.

The moment she had gone, the colt looked up at me. "Oh wow, is she from Equestria?"  
I glanced at Fly, who was having colt trouble of her own. But the two of them looked so shy that neither of them was going to say anything. I turned back to my own burden. "Yes, but she's been here for the past two years." I tried smiling sweetly.  
"Woah, that's so cool. I always watch the Equestria Rodeo Competitions."  
"I'm Cat." This colt was starting to annoy me.  
"People call me Rapids." Another pause.  
"So do you want to eat something?" I asked, raising an eyebrow at his total lack of talent with the fillies.  
"Uh, yeah."

We sat on the steps of a carriage and watched the festivities, eating a bag of hay fries each. Predictably, he'd made me pay for my own. Now I was cold and running out of money.  
"So what is your friend called?" He asked, mouth full of food.  
"Who?"  
"The Equestrian."  
"Her name is Rarity." _The Equestrian_ indeed. That was practically an insulting way of referring to her.  
"Woah, what a cool name. Where in Equestria does she live?" More sprays of half-chewed food.  
I daintily put a hay fry into my mouth and chewed it before answering. "Ponyville."  
"I thought she'd be from Canterlot, 'coz you know, she's so sophisticated and everything."

This was rapidly becoming tiresome, if you'll excuse the pun. "No, definitely Ponyville."  
Rapids paused, although I suspected it was so he could shovel more hay fries into his mouth.  
"So where did Rarity go?" He asked.  
"I don't know. Probably to see my other friends."  
"Oh wow, are they Equestrian too?"  
"No."  
"That's a shame. So does Rarity like the Equestrian Rodeo?"  
"I think I can hear my friend over there."  
"Is it Rarity?"  
"No."

I trotted away from him, feeling a pang of guilt at just running away. But he was seriously annoying and a little bit creepy. I wanted to give him a sound smack in the chops for fawning over Rarity so obviously, but I thought that might be a little overprotective. I wandered aimlessly until I bumped into Fly, who seemed to be wandering too.  
"Hi Cat," she said quietly.  
"Hi Fly. What happened to that other colt?"  
"Oh um, he went away." I knew her voice well enough to know she was blushing.  
I shrugged. "If it helps, mine was no better. Obsessed with Rarity."  
"Oh, my."  
"Kept asking me about her. I mean, I know we're really good friends, but really?"  
"I see."  
"So weird, you know? It really annoys me that colts are like that."  
Fly didn't reply and just let me fume to myself.

The annoying colt did a good job of ruining my evening, since I just ended up standing around pointlessly with Fly and calling Miri all kinds of rude names for dragging us over to those colts. Fly was very patient and just ignored me.  
We tried to avoid any of the colts, and in the process managed to find Rarity standing behind one of the food tents, banging her hooves together for warmth.  
"Why are you hiding here?" Fly asked, sounding confused. It was too dark to see anything more than vague outlines.  
"I found Miri again but she's gone off with that colt. Who knows what they're up to, but I have to keep watch." Her tone was definitely disapproving.  
"We're hiding from the other colts," Fly said, rather more abruptly than I would have put it.  
Rarity seemed to smile. "Not a good night for any of us, then. Except Miri."  
"You didn't find any nice colts then?" I asked her, already knowing the answer.  
"No. And I put on my best scarves, too."

When the fireworks started Miri was still 'occupied', so we went over towards the bonfire to try and warm up a bit. She'd just have to hope all of the dorm matrons were looking at the fireworks and not at wherever she was.  
The fireworks themselves were always spectacular, lighting the sky with bright colours courtesy of the genius earth ponies who were responsible. We stood as close to the bonfire as we could and warmed our hooves, eyes glued to the wonderful display. I sneaked a couple of sidelong glances at Rarity, seeing the fireworks reflected in her bright blue eyes.

Once the final fireworks had exploded (a series of loud bangs and red sparks), everypony started heading for carriages. We needed to find Miri as soon as possible, since in ten minutes the carriages would leave.  
"I'll find her. You go and secure a carriage," Rarity told us before trotting away towards the food tents. I looked at Fly, who looked back without much expression.  
We reserved a carriage by sitting in the door and not letting anyone past, shooing away occasional younger fillies who looked lost.  
"Miri is such a pain," I said, stamping my hooves on the ground to stop my legs getting cold.  
"At least she keeps things interesting," Fly replied. I couldn't quite tell whether she was joking.

Rarity returned five minutes later and gave a murderous look to some first years who were tailing her. The dorm matrons were already rounding up stragglers.  
"Where's Miri?" I asked her, now feeling quite concerned.  
"I can't find her, or the colt," the unicorn told us, her voice betraying a hint of concern. "What if something's happened?"  
"Fly, you stay here. Rarity, do another quick lap of the park and I'll search the inside. Back here in three minutes," I said quickly, before cantering away to look for my friend. Rarity nodded and did the same.

There really was no sign. I was starting to have terrible thoughts about that nasty-looking colt when I got back to the carriage and found Rarity there but no Miri.  
"She's probably just being air-headed again, right?" Rarity said, looking at the two of us for reassurance.  
The dorm matron interrupted, looking at us suspiciously. "You three. That's Toccata, Fly Leaf and Rarity. Have any of you seen Miriam? I haven't found her yet."  
I was panicking, running through all kinds of possible answers in my head, when my problems were solved for me by the quick-thinking of Rarity.  
"She's being sick. In a bush. Don't worry, we'll get her before the carriages go," Rarity said, her bad poker face invisible in the dark. "Must've eaten a dodgy doughnut."

"I'll see to her then," the matron said, looking carefully around the nearby bushes.  
"Oh, no. Once it's out of her system she'll be fine. The sooner she's out of the cold, really," Rarity lied, looking and Fly and I.  
"Well, if you're sure," the pony said, making a tiny tick and moving on.  
"But Rarity, what if she doesn't arrive? We need to tell someone," Fly said anxiously.  
"She's probably just wandered off. She can get a taxi back to school and sneak in, no need to drop her in it yet," Rarity said, but she didn't sound entirely convinced.  
Fly nodded. "If she's not back by the time we go to sleep, we tell someone."  
"Okay, that's a good idea."

The carriages pulled away less than a minute later, leaving the three friends pondering where Miri might have got to.  
"I hope she's okay," Fly whispered.  
I hugged her. "You know Miri. Always getting into scrapes." I smiled as best I could, but I was worried too.

Once we were back at school, there was still no sign of her. And when the matron came around to tell us to go to bed a ten, there was still no Miri. I expected the matron to notice she wasn't in the room and ask after her, but she merely walked away, satisfied.  
"Um... Miri's missing," Fly suddenly said, sounding worried. "She didn't get back into our carriage after the fireworks."  
I chewed my hooves nervously, afraid of the matron's reaction. But she merely laughed, surprising us all.  
"Don't worry girls, we know exactly where Miri is. I expect she'll be joining you shortly."

Ten minutes later, a rather embarrassed looking Miri stepped into the room, her eyes ringed with redness from crying. We all jumped up and enveloped her in hugs.  
"Miri!" Rarity said happily. "Where have you been? We were so worried! Whatever happened?"  
Miri just grinned, the mischievous glint still in her eye. "Oh, I went off with Weight and it was sooo romantic and we went on all of the rides and did everything we could!"  
"You could have told us!" Fly said, exasperated.  
"I forgot... sorry. You know how it is."

"So how come you missed the carriages home? You knew they were after the fireworks?" I asked her, wondering how she came to end up crying if she had a good time with the colt.  
"Oh oh oh! Weight said he'd take me back to school in his private cart! Isn't that romantic? He's so thoughtful."  
"So did he? Bring you back?" Rarity asked.  
"Oh, no. He left me in the park after the carriages had left."

Despite this revelation, Miri didn't seem put off the colt at all. "I hope I can see him again soon. Maybe for the winter dance."  
I looked at Rarity, but she just shrugged back. Miri was a lost cause, we all knew that. "So you got upset because he ditched you?" I said.  
"No, I actually got a taxi back to school and tried to sneak in." Miri laughed, but a sudden loud sniff betrayed the fact that she was still upset about something. "I got stuck in a window and the dorm matrons found me."  
I had to laugh. This was just too priceless. Miri smiled at me. "Why a window?"  
"It was the only place I could get in without getting caught! It was actually nearly a success, if they'd come round a few seconds later I would have been free."

"So what happened? They must have punished you," Rarity said, sitting down on Miri's bed with her.  
"I had to see the Head Mare a-and..." Miri started to sob a little bit, her brave face cracking. "S-she's confiscating my maintenance for the rest of the term, and I'm not allowed on any school outings for the rest of the year."  
With that, the red-maned pony began to cry into Rarity's shoulder.

The punishment was very harsh and I felt sorry for my friend. We had a group hug, Miri's hot tears splashing into my mane. She was always so excited to go on outings, and not being able to go anywhere until the summer was probably really hurting her. We let her go and get cleaned up in the bathroom. I could hear her sobs from my bed.  
"Well, she did makes us really worried..." Fly said in a whisper.  
Rarity nodded sadly. "But still... a whole year of being kept in is really mean. I feel so bad for her."

The good news that came of the rest of the term was that my work in history continued to improve under Rarity's expert tuition, until I was comfortably mid-bottom of the class. November brought mid-term mock tests so we could see how we were doing. Teachers warned us to expect poor grades, especially since everypony dropped a grade between the fifth and sixth years. Even then, I was still really concerned that I was going to embarrass myself.

History was, predictably, the worst. Rarity got a B for her test - her face betrayed disappointment. And if Rarity got a B, I would be in for a terrible shock, I was sure. And I was - my essay came back with a large red 'D' in the corner.  
"Could be worse," Rarity whispered to me. "We can always work more together?"  
I had a sinking feeling that I was going to fail history. I wanted to tell Rarity so she didn't have to waste her time trying to help me, but then I knew that I would really miss our sessions together. So I said nothing and just smiled a pained smile.

I did excellently in music and about average in English and French, so I was confident in passing those. It could only get better. And there were no more exams until March, where more mock tests awaited. But despite the plus points, I still felt gloomy sitting in the common room listening to excited ponies comparing their results and started to spend more time in the library reading magazines, mainly just to get away from it.

On Friday afternoon, the weekend only hours away, I was just sitting in the library with some English work open in front of me, staring at the wall. I was lost in my thoughts, mainly about how hard history was and why I was pathetic, when Fly abruptly sat down next to me, giving me a fright.  
"Are you okay?" My best friend asked.  
"Yes, you just scared me! Don't sneak up on me."  
"No, I mean since you got your results. You've seemed a bit... distant. And you're never at our table in the common room." It hurt me to listen to Fly's voice so full of concern. I wanted to wrap my hooves around her and cry.

"I've just had a lot of work..."  
"You know you can talk to me about it? We have been getting through these things for five years, let's not stop now." She smiled at me and I couldn't help but feel the ice thaw a little.  
"I just feel like I can't do well, even when I work hard..."  
"Nopony is good at everything. You did really great in music, top of the class I heard."  
"That's my special talent. That's different," I mumbled, trying to blink back tears.  
Fly paused, still looking at me. "I feel jealous of you when it comes to school."

This came as a shock, trust me.  
"What? You're jealous of the pony who has to work super-hard but can never be bothered? I don't think so."  
"No, I mean about your special talent. You're a great musician and you can lend that to a subject and be one of the best. Me - you can't learn everything out of books. Sometimes I wonder if my special talent isn't holding me back."  
I'd never heard Fly admit anything like this before, and when I looked at her she looked sad, even sadder than I felt. I nearly snapped and burst into floods of tears, but I held it in. Just.  
"I still have to struggle through school. And you don't," I smiled, wanting to cheer her up.  
"I can help you with some things if you like?"  
"No, that's okay. Rarity is helping me."  
Fly smiled back. "Well, it's nearly the weekend and nopony should be sad at the weekend. I think if Miri knew that. she'd explode."  
I giggled. "Thank you."  
"Any more lessons today?" She asked, drawing little circles on the desk with her hoof.  
"Just history."  
"Ah. Well, lots of chocolate and hugs afterwards?"  
"I could go for that."  
"I'll tell Rarity and Miri, I'm sure they want to see you cheered up too."

I couldn't help but throw my hooves around her and cry. I was so lucky to have a wonderful friend like her.

We did make a bit of a scene though, and I got us thrown out of the library for being too loud.

I felt a bit better after a large amount of chocolate biscuits in our dorm room, listening to Rarity and Miri making jokes about each other.  
"You know, it's only four weeks to Hearth's Warming Eve," Miri said. "You should be thinking about the dance." The earth pony had got over her setback from Bonfire Night and was now getting excitable again, although a trace of sadness in her expression showed how sorry she was to be missing the dance.  
"Of course! I'll need to get started on dresses," Rarity said, rubbing her chin with a hoof as she sunk deep into thought. "I should be able to do them all if I start right away."  
"I don't need one, remember," Miri added, looking away from us.

"Are you going to go and see Weight again?" Fly asked, not liking the slightly sad atmosphere. "I know you're not allowed out exactly but you could probably..."  
"Sneak out! I know! I've got an excursion planned for this coming Saturday," Miri squeaked. "He's so romantic... and cool... and handsome... and those muscles..."  
None of us really approved of Weight, but we didn't want to knock Miri any further than she'd already fallen.

"Okay so you two will need to give me a list of what you want from your outfit. Tomorrow preferably." Her eyes were screwed up in thought, which was not a particularly flattering look. "I can go shopping this weekend, then that's two weeks. We can do a dress rehearsal with manes and make-up, and then I'll need about four hours before the actual dance for finishing touches..."  
"You're obsessed," I teased.  
"Ahem, well. We can get to that soon." She looked a little embarrassed to have been caught rambling on like that. "We'll be the best dressed ponies at the dance. Much better than the ponies at the Grand Galloping Gala in Canterlot."  
"So we'll be spending thousands of bits on the world's finest dresses?" I asked, and Fly giggled behind a hoof.  
"No, but you'll have the world's greatest designer," Rarity replied, dismissing my comment with a charming smile. "Nothing but the best. I'll need to measure you at some point so everything fits..."

My face dropped faster than a unicorn on a cloud.  
"I haven't weighed myself since the start of term," I whispered, my blood running cold. I jumped up and ran to the bathroom, shutting myself in and grabbing the scales.  
As I waited for them to calibrate, I heard Fly's voice through the door. "She's probably hardly gained any weight at all, there's no need to worry."  
"I'm getting fat!"  
"Oh be quiet Miri."

I'd gained a stone and a half since I'd got back to school. The news crushed me like a hammer as I stepped back into the room. Miri dashed past me to take her turn.  
"It's not healthy to obsess over your weight," Fly told me in a stern tone.  
"Do like I do and weigh yourself every morning. That way you can change your eating habits before you really start to slide," Rarity said, catching a look from Fly.  
Miri reappeared looking like I felt. "I've gained a stone." She dashed up to me and took my hooves in hers. "Cat, promise me we'll go on a Hearth's Warming Diet with me. We can both slim down, please please please!"  
I smiled. "Yes! I'd do anything to get rid of this horrible fat." I poked my tummy with a hoof. "Ew."

"Neither of you really show it... it's well spread out," Rarity said, sweeping a discerning eye over us.  
"No biscuits or chocolate. Only meals from the food hall and no snacks." Miri was mentally working out our new diet. "Fly, take all of my chocolate, so I won't be tempted."  
Before the pegasus could protest, we'd dumped our entire supply on her bed.  
"Well, if I measure you the week after next, that'll give you time to make adjustments," Rarity mused, looking at me. "So I'll start with you, Fly. Oh, i-deeee-a! I know just what will make you look divine, darling."  
Fly blushed.

"I need to go into Maneminster next weekend. You three can come, of course-"  
"-I can't, stupid ban-"  
"Okay well you two can come. But no buying. Everything will be half the price in the January sales anyway. This is strictly for me to get you stuff for your dresses," Rarity smiled. "This is so exciting!"  
"I already feel hungry," Miri said, eyeing up the chocolate on Fly's bed.  
"No way. If I'm not giving in, neither are you," I told her.

Fly went back to reading her book after hiding the chocolate away, leaving Miri and I to feel sorry for ourselves. Rarity was flicking through a fashion magazine.  
"Oh hey, who's getting the December issues? Miri normally would but..."  
"I'll get them," Fly piped up. "Since you two have given me so much chocolate."  
"You know what's interesting?" Rarity suddenly said, turning her magazine around and pointing to an article on winter coats. I'd read it weeks ago.  
"What?" I asked, wondering if I'd missed an important tip.

"I noticed the models are posing in front of the Palace of Maneminster. You know, I've never been there?" Rarity said, going back to studying the photo.  
"Never?" I asked. "Everypony's been there."  
"I haven't. We always just go shopping because it takes so long to sightsee."  
"Well then, on Saturday we shall go sightseeing!" I declared, smiling. "We can get up really early, since we're not going to be dragged down by Miri."  
Miri scowled at me.

"That would be nice," Rarity said.  
"Just get a day ticket for the tube," Fly suggested. "Then we can go wherever we like."  
Our discussion was interrupted by a knock on the door. "Bedtime girls."  
Miri ran into the bathroom first, forcing the rest of us to wait whilst she went through her complicated pre-bed routine which seemed to take forever.  
"Are you going home for Hearth's Warming Eve?" I asked Rarity, making conversation while we packed stuff away and got ready for bed.  
"Oh, yes. I'm going the day after term finishes," she said as she moved her pillows. "I've been trying to persuade my parents to take me to the pageant in Canterlot - the actors this year are meant to be Manehatten's finest. But they always seem to be so busy around this time of year." She sounded disappointed.

"I'd love to see it, but it's a long way from here," I said, lying back on my pillows.  
"My parents are reluctant to take Sweetie Belle anywhere. She's normally a delight, but when she gets going she can scream like nothing else." Rarity smiled knowingly, floating a hairbrush towards her mane.  
"Are you looking forward to seeing Sweetie again?" Fly asked, still reading her book.  
"Yes! She's so adorable. But not a natural at sewing, I'm afraid."  
We laughed, and I got up to bang on the bathroom door and get Miri to hurry up. I realised I was going to miss my friends over the holidays, trapped at home in the countryside.


	4. Chapter 4

The Saturday of the shopping trip approached rapidly. I'd spent the week complaining about the amount of homework I had to get done, but Rarity had found time to draw extensive concept artwork and measure my (slightly thinner) self so she could fit the dress properly.  
"Make sure it's not too tight fitting. I want to hide my excess weight," I complained, but Rarity just ignored me.  
Our diet had been going well and I hadn't touched any snacks, despite feeling hungry almost all of the time. Miri had found it harder, but every time she'd looked weak I'd been able to stop her.

A problem arose on Saturday morning though. Fly had ended up getting totally drenched during a physical education session in the rain; she was terrible at catching the ball and the teacher refused to let her go inside until she improved. So on Saturday morning, Fly was sneezing and blowing her nose every fifteen seconds.  
"I can't really go anywhere today..." Fly said, sounding as bad as she looked.  
"I'll get the nurse," Miri said, displeased to have been disturbed but concerned about Fly's wellbeing. Within minutes, Fly had been moved down to the medical ward so she could recover without infecting everypony else.

"Are you sure you still want to go? There's always next weekend?" I asked Rarity as she pulled on some boots.  
"I need at least two weeks to prepare everything," she said. "It doesn't matter, we can not go if you don't want to?" She looked at me, blinking a little.  
"No, I don't mind going, I just thought you might need Fly there."  
"Oh no, I have her measurements and everything. I can get everything I need without her, the poor dear."

The weather was frosty and the cold was biting, so we made sure we were bundled up before going anywhere. Since we were getting the all-day ticket, we went for a slightly longer walk to the nearest tube station to the school, which would take us directly into the heart of Maneminster.  
"So where first?" Rarity asked as we found two adjacent seats on the near-deserted train.  
"We'd better sightsee first. Then we're not carrying bags around."  
"Good plan."

I pointed out the stop we needed, which was Ponyloo. She nodded and counted the number of stops.  
"We can walk up past the river from Ponyloo and take in all of the sights, before getting lunch in Griffontown."  
"Is there where all of those lovely shops are that sell exotic food?" Rarity asked, excited. "I've always wanted to try them."  
"Yes, it is. Then after that we get the tube to the shopping markets, then we can see how much time is left."  
"I only need to go to Coltven Garden and Oxmare Street."  
"Coltven Garden might get busy later on... better go there straight after lunch."

Rarity counted off all of the stops whilst I stared at the floor. All of the advertising posters whizzing past in the stations made me sick.  
I felt much better when we emerged from Ponyloo. "Okay so remember we need to get to Trottenham Court to get back," I told Rarity.  
"Of course. Oh my, this is lovely! I don't think I've ever been south of the river," Rarity said, excited. She stamped her hooves a little, making a kind of excited happiness noise that only she seemed to be able to make.

I led the way towards the river so we could cross. As we stepped onto it, Rarity gasped.  
"Oh my! Look!" she pointed her hoof towards the Palace of Maneminster, which was illuminated by the weak winter sunlight. The brown and murky grey river carried on straight past. I smiled as continued walking so as not to hold anypony up. I'd seen everything before, of course, but it was always nice to sit back and sightsee occasionally.  
"You get much closer on the other side of the bridge," I told my friend, laughing a little as she stepped up her pace.

Once safely across, we headed through Princessment Square and on towards Trafalicorn Square on the other side. Rarity gawped at the famous clock tower of the Palace of Maneminster. It was nice to see her having such a good time looking at everything.  
"What's that they're building over there?" she asked, pointing towards a construction site on the other side of the river.  
"Some kind of giant wheel, I think. It's been delayed so many times I don't know if they'll ever finish it."

I would have preferred to walk along the riverside where the air was a bit cleaner, but most of the attractions were in the city.  
"Which way next?" Rarity asked, finally tiring of the clock tower.  
We stopped next to the statue of Britannia, the pony who had helped unite the country many years ago, and worked out a route. Then we headed for Buckingham Palace, passing by Westmanester Abbey where the Princesses had been crowned as rulers of the country. Rarity squee-d a lot when I told her that. She got far more excited at Buckingham Palace though, running around like a foal at the thought of royalty actually being inside that building.

We worked our way towards Griffontown, passing through the famous Trafalicorn Square with the fountains, although it was a bit cold on this particular day. We didn't progress very quickly because Rarity had questions about nearly everything, only about half of which I could answer. Once we were near Griffontown, we just followed the spicy and delicious smells, passing by hundreds of small carts selling everything from classic Maneminster dishes to vegetables I'd never even seen before. There were Griffons everywhere, from the rooftops to the street, and I just hoped we could find out way out again.

"What do you want to eat?" I asked Rarity as we passed another of the giant theatres in the district.  
"I'd like to try something new..." she replied, eyeing a stall labelled in Griffon script.  
"Shall we try this one?" I suggested, pulling some bits out of my bag and scanning the food to see what was available.  
Rarity took forever to decide what she wanted. I had a vegetable salad with a spicy sauce (which was delicious) and Rarity eventually settled on a hay-salad. We ended up sitting on a wall near the overground railway, overlooking some of Griffontown.

I tucked into my food whilst Rarity talked about school.  
"So, I think you can improve in history. When we have mocks in March, you'll be in trouble if you don't pass," she explained, looking at me. I didn't really want to think about it. "I don't mind helping you."  
"Thanks, but I think I might fail," I said, shrugging. "But I've got three other subjects to focus on."  
"Don't think like that! I know you can pass if you put your mind to it," she said, trying to sound convincing but not really achieving it. "Anyway, what do you want to do... in the future?"  
Buckingham offered A-Levels because they were the easiest way into a university. I needed to study music so I could make a living out of playing the piano. Otherwise I'd have to take a job in a shop or something, which didn't sound very appealing.

"I suppose I want to study music," I eventually said. It struck me that Rarity might not want to go to a university and so we might be apart, which made me feel a little sad. "What about you?" As much as I dreaded the idea of not seeing her for years, I couldn't _not _know.  
"Probably open a boutique in Ponyville. There's a really good opportunity coming up to buy the building soon, and it'll mean I'm close to my family." The look in her eyes had excitement, but also some sadness which I attributed to her not being with her friends from school. "Of course, I need to showcase my glamorous designs. It's simply a crime for them to go unnoticed."

An urge to beg Rarity not to go welled up inside me, but I fought it down by changing the subject. "So, what are you getting for Fly's outfit?"  
That did the trick and Rarity began talking about how Fly was difficult to choose colours for but she'd found a cute ensemble that matched her mane. I didn't understand most of it, but it meant I could finish my dinner and try to keep my mind off the future.

Once we were finished, we made our way over to Coltven Market, ignoring tempting-looking boutiques containing the finest dresses Maneminster had to offer.  
"I have a list, so don't worry," Rarity reassured me, heading for the indoor market stalls. "I need to get some fabric but you'll probably get bored, so just go and look around if you like."  
"Oh no," I protested. "I'll go with you. I want a preview of my dress."  
Rarity smiled happily. "Okay, well, you can make sure I don't spend too much."

I was useless when it came to the process of haggling and buying. I just hung back and held whatever Rarity asked me to hold. She was in her element though, practically glowing as she negotiated criminal bargains from the sellers. If I'd had more money I would have asked her to get me something super-cheap. There were all kinds of nice ornaments that I had my eye on, but I needed to save my bits. It amazed her how Rarity was so generous, spending a few bits here and there to make her the perfect dress, for nothing in return. She was definitely a special pony.

Weighed down with bags of fabric (which I found was surprisingly heavy), we headed for the tube station.  
"I'm glad I managed to get everything I needed, something they're sold out," Rarity said, trotting along beside me. "A quick stop on Oxmare Street and we can go home."  
"It's starting to turn cold," I noted as we rounded the corner towards the station. "I'll be glad to get back in the warm."

Our all-day tickets whirred through the barriers and we stepped onto the waiting train, heading through the underground system to the Oxmare Street station. Rarity was staring at the map, counting off the stops when the train pulled out of the station, but we had only been in the tunnel for about a minute when the train brakes squealed terribly and all of the lights went off.  
"What's going on?" Rarity asked, her voice coming through the pitch-darkness from beside me. I felt her hooves wrap around my leg, so I leant a bit closer.  
"I don't know..."

Murmurs were erupting around the carriage as the emergency lighting came on. It barely lit the carriage, but it did enough to show that we weren't moving and that everyone looked scared. Some loudspeakers crackled into life above us.  
"I regret to inform passengers that there has been some kind of power failure, so the train can't move until power is restored. The emergency lighting has been switched on but will only last ten minutes. After that period we will begin evacuation prodecures. Thank you."  
The idea of evacuating didn't do much for my nerves. Rarity's eyes were wide, glancing around the carriage and squeezing her hooves more tightly.

"It's probably a minor thing," I said, trying to reassure her. "We'll be on the move again in a minute."  
"Has this happened to you before?" she asked quietly.  
I shook my head. "But it'll be fine. Trust me."  
She nodded and moved a little closer. Somepony was shutting the ventilation to stop it getting cold, which cut off a nasty draught that had developed near the doors.

Just as the ten minutes of lighting was about to expire, the driver's voice crackled through the carriage again.  
"We're awaiting some rescuers who are in the tunnel now and on their way. As such, I would like to ask all passengers to simply be patient and wait in the carriages until they arrive. Thank you for your co-operation."  
No sooner had he said it, the lights switched off and returned the carriage to darkness. We could see some torchlight in other carriages, but nopony seemed to have it in ours.

"Well, at least it'll make a good story for Fly and Miri," I said to Rarity. "Fly will be glad she didn't come with us."  
"That's true." Rarity sounded fine but I could tell she wasn't.  
"Are you claustrophobic?" I whispered to her, moving my head so it was close to her ear (or at least where I hoped her ear was).  
"No... I just don't like being stuck here."  
It struck me that this was Fly's worst nightmare, being stuck in the dark, and I had a wave of relief that she wasn't with us.

"It's okay Rarity. We'll be out of here soon," I tried telling her, but she didn't reply. "You just need to keep your mind off things."  
"Yes. I should think about fashion, that usually helps." She sounded unconvinced.  
"Well, you can tell me about the spring fashions. I'll be useless as usual and probably buy everything wrong."  
"Oh no darling, spring is easy! You can't go wrong. Autumn now, that's another matter. There's a reason for the autumn sales, it's because they're trying to get rid of all the unfashionable stock."  
"So don't buy in the autumn sales?"  
"Oh no no no Cat, you should, but only buy things that are neutral. Anything too bold will just look tacky."

I giggled. "I'll try to remember that."  
"Once I've opened my boutique I'll be able to finally educate some ponies about fashion. I mean, you and Fly and Miri are okay, but you're slow learners."  
I heard her laugh and affected a pout, but she couldn't see it. "How nice of you to say so."  
"It's okay, you're getting there with my guidance. Miri not so much, but then she does insist on dyeing her mane that awful colour. If she let it grow out she could wear so many different colours."  
Miri had been dyeing her mane since our first or second year at Buckingham. Before it had been a kind of pale green which I thought was nice, but she hated it and religiously kept it red.

"At least it's nicer than my mane," I complained. "Black is just... useless."  
"Black never goes out of fashion, darling. And it goes with practically everything, except yellow of course. Unless the bee look is the one you were going for," she giggled. "I admit though, it would be nicer if it would hold some volume."  
"It's so horrible. And none of the sprays ever seem to work."  
"Oh, some probably will, but I expect they'd be expensive. If I ever get one, I'll let you try it."  
I smiled at her, not that she realised. "Thanks."  
"Okay, so this train is starting to freak me out," Rarity suddenly said. "It's too dark. I can't even see my hooves."  
"Now, just close your eyes. Then it's no different to going to sleep," I tried.  
"But I can't sleep without my eyemask. It's scary."

Her voice pained me to hear. She'd gone from her normal, confident self to a pony who I knew was really frightened. "Well, the other ponies will be here soon, and we'll be able to see everything and go to the station and get back to Buckingham."  
"I don't like being here." I could feel her hooves quivering. I put my hoof around her, pulling her into a kind of awkward half-hug. She moved her hooves from my leg, and shifted but I couldn't tell where to.  
"It'll be okay." I held her tight and tried not to think about her shaking or the darkness pressing in on me. I closed my eyes and felt a little better.

"Cat?"  
"Yes?"  
"Can I ask you something?" Her voice was shaking very gently.  
"Of course."  
"Why do we always leave the curtains open in the dorm?"  
"Huh?" I wasn't really sure why she was asking. Everypony opened the curtains during the day.  
"I mean at night. You're always the one who shuts them but you never shut them completely. You were doing it before I got to Buckingham, but I've never thought about it until now."  
The real reason was of course, Fly's deepest secret. She'd made me promise never to tell anypony about it, but now Rarity was asking me. I couldn't think of any plausible lies.

"It's a secret," I said as quietly as possible. "I can't tell you."  
"Oh. Okay." It was impossible to tell if she felt left out or understanding.  
Suddenly the emergency lights blinked back on, illuminating the carriage. It took a second for me to adjust to the new light, but when I did I realised with a jolt that Rarity had unknowingly shifted so that her muzzle was inches from mine. We looked into each other's eyes for a moment, feeling like startled rabbits, before springing apart suddenly. My face grew hot and I knew it was going red, and her cheeks were doing the same.  
"Uh... at least the lights are back," she said, sounding as embarrassed as I felt.

We didn't say anything else until some burly-looking maintenance ponies in hard hats appeared and helped us all down from the carriage. It was a ten minute walk through the tunnel to the station.  
"Excuse me sir, but is the power back on?" Rarity politely asked the pony who helped her climb down from the carriage to the track.  
"No. We're running this train on some batteries at the moment. All the power is out across Maneminster, I'm afraid."

The station was dark so I couldn't read the name, but we followed the emergency lighting to the exit, climbing our way up a long stationary escalator. It was a surreal experience, like being underwater or something.  
The road outside was deserted and dark, since there was no street lighting and none of the office buildings had lights on.  
"We should try and get a taxi..." Rarity suggested, looking around in vain for one.  
"It might be difficult, since none of the traffic lights will be working. It'll probably be gridlocked," I told her. "We might have to hoof it towards the outskirts and try and find somewhere with the traffic still moving."

We picked a direction and walked. I spotted a policepony on a street corner, and tapped his shoulder.  
"Excuse me, do any of the districts of Maneminster have power?" I asked. If any did, we could try getting a taxi from there."  
"Not as far as I'm aware. Maybe the far north does," he replied. "You're best off heading east though, the traffic flows a bit better there."  
"Thank you so much," I replied as he pointed us in the right direction.

We passed streets of gridlocked carts, some of which had been abandoned by their owners. Most ponies seemed to be going in our direction, which made navigating easier at least.  
"I'm glad I'm here with you, Cat. If I was by myself I think I would just panic," Rarity said, smiling. "Probably would still be searching for a taxi."  
We found an operating taxi rank but the queue stretched around the corner, as many as a hundred ponies. When a driver did turn up, he told everyone that he could only do some particular locations since the traffic was so bad, and it would take hours. We kept moving.

My hooves started to ache when the street signs told us we were out of central Maneminster and heading for the east part of the city. I knew the river went on a bend here, so we headed for it.  
"But why do we need to find the river?" Rarity asked as I peered down a dark alleyway.  
"The river heads out to sea in the east. If we follow it we'll be heading roughly east."  
"Which direction is Buckingham?"  
"It's north of Maneminster, so it'll be quite a long way back. But if the traffic is solid going north, we might have to walk all of the way back."

Rarity didn't seem enthusiastic about this idea. "The river it is."  
The river was strangely beautiful. The winter sun had well and truly set, and the crescent moon was reflecting off the rippled surface, making it look like a ribbon of silver in the darkness.  
"Wow. I wish I could take a picture of this," my friend said. "It's amazing."  
"It's a sign. We should follow it." I said, laughing a little. "We can't go wrong, and even if we do, it's worth it just to look at."

We managed to skip the bend in the river, and so we made our way out of the recognisable areas of Maneminster and ended up in residential areas, just sticking to the riverside.  
"I'm cold," Rarity said, pulling her scarf around her neck. "I wish we could just find some traffic that was moving, not like this lot."  
"Me too. Can you keep walking?"  
"For a while. This has totally ruined my hooficure."

Mercy came in the form of an elderly stallion, pulling a cart along the pavement and ignoring disgruntled pedestrians.  
"Excuse me sir, do you know if the traffic is moving up ahead?" I asked him, since he seemed to know where he was going."  
"Oh my! You're a little young to be wandering around here at night," he said, peering at us. "The traffic is solid right up to the city outskirts, I'm afraid."  
"Oh no," Rarity said, sinking down and sitting on the pavement.  
"No taxis running?" I asked.  
"Not one."

"Oh well. Thank you sir." I turned around and went to sit down next to Rarity, but the old stallion just kept looking at us.  
"You know, you two are the same age as my granddaughter, I reckon. I'll give you a ride."  
"Really?" I smiled at him. "That would be great."  
"Hop in. I might be a little slow but some of my unicorn magic should do the trick." Rarity practically galloped over to the cart and jumped in.

"Where to, ladies?" he said, beginning to move forwards at a snail's pace. His horn glowed green and suddenly the cart sped up a little.  
"Do you know Buckingham?" I asked.  
"Of course. Bit of a long way from here though."  
"You can just drop us wherever's nearest."  
"Oh, no no." He looked at me, and I realised he wasn't actually pulling the cart. It was moving by magic. "I don't like the thought of you two wandering the streets. I'll take you right there."  
"That's very kind of you."

Rarity was enthralled by the river as we passed it, turning north and towards home.  
"You'll never see it like that again," the old stallion said. "No power with such a moon. Once in a lifetime view, this is."  
"Have you seen it like this before?" Rarity asked, her eyes not moving from the ribbon of silver.  
"Yes, I've seen the silver river before, but it wasn't beautiful then."  
"Hmm?" I wondered how the river could possibly not be beautiful when it looked like this.  
"Not beautiful?" Rarity asked as the river disappeared from view. The old stallion hadn't given it more than a second glance. "Whatever do you mean?"

"Last time I saw the river like that, it was during the blackout. In a few hours, I'd be hiding in a metal shelter and listening to griffon bombs raining down on Maneminster. I wouldn't ever go back to that, and so I don't care for the silver river," he said in a sombre voice. "A murky grey suits me just fine."  
Rarity and I were a little humbled by this.  
"That must have been frightening," Rarity said quietly, her experience in the tunnel earlier coming into perspective.  
"It was, I don't mind telling you. I have never been so scared before or since," he said honestly, glancing at us. "The moonlit nights were the worst. I still can't go out in them without shivering."

He guessed that his speech might have darkened the atmosphere a little, so he changed the subject and asked us about our school. He said his granddaughter was also a schoolpony, but she lived somewhere far away.  
"Buckingham is nice, isn't it Cat?" Rarity told him, nudging me. "Of course, I used to live in Equestia, so I've only been here the past few years."  
The stallion grunted acknowledgement, like Rarity had just solved an annoying puzzle.  
"I hope the power is back on though. We were trapped in an underground train when it went off," I told him.  
"Doesn't sound very pleasant. Anyway, what were you two doing out in Maneminster?"

Rarity filled him in on the detailed, and he snickered.  
"Oh, a shopping trip? When I saw that it was just the two of you, I originally thought you might have been on a date."  
I blushed furiously. "Oh no, nothing like that."  
"I see that now. I thought you ponies were always in gaggles, four or five at a time. Just idle speculation."  
I looked at Rarity, who looked away as soon as our eyes met. I could just make out the tinge in her cheeks. The stallion chuckled when he looked back at us.  
"For two ponies who aren't on a date, you two do act like you are."

Rarity fell asleep as we skirted around the north side of Maneminster. I took the opportunity to look over the quiet and dark city, or at least I pretended to. There wasn't much to see except occasional glimpses of the river. Really I was thinking about what the old stallion had said. I mean, Rarity and I were just friends. But would 'just friends' go out together, just the two of us, and have such a wonderful day? I hadn't had that much fun on a day out for... well I couldn't remember the last time.

And then of course there was the thing on the tube. Her muzzle had been so close to mine, surely she had to realise? Was she blushing because it was a mistake or because I looked surprised? I couldn't decide. And we'd shared that ice cream. I thought that was just an innocent way of sharing the cost, but I'd smelt Rarity's breath. Maybe she was trying to tell me something and I was being too blind to pick up on it? I didn't even know if I felt the same way about her.  
"Bit for your thoughts?" the old stallion said as we trundled through a quiet park. "This place is a bit eerie and I'd rather hear something other than phantoms and shadows."

I shrugged. "Nothing really. Just admiring the city."  
The stallion humphed, as if he knew I was lying. "Nice place, isn't it?"  
"Yes. Make a change from the countryside, where my parents live."  
Another humph. "You know, your friend is asleep. You don't have to keep anything from me."  
I didn't reply.  
"In an hour or so you'll be back at school and I'll never see you again. Plus it's better to get your secrets out in the open sometimes," he said, without looking at me. "Stops them becoming too much to bear."

Shifting so I was sitting up at the front of the cart, I watched his magic make the wheels go round and round. He smiled warmly and I instantly felt much better.  
"So, what's eating you? Something at school?"  
"I suppose so."  
"Is it bullies?"  
I paused. "No, it's not bullies. What made you think that?"  
"A hunch. Sorry. Do continue."

It took me a few moments to gather my courage, and a few more to check Rarity was really asleep.  
"It's about Rarity."  
"Ohhhh." His knowing look made me squirm. He'd seen straight through me. "Sorry cupcake. When you're as old and wisened as me, you'll be able to do exactly the same. Now tell me what it is about Rarity that's worrying you?"  
As I formulated the next sentence in my head, it occurred to me that if he already knew, I didn't need to tell him. My secret was out, so to speak. But I still wanted to talk about it. And since when did it become a secret?

"After what you said... I'm not sure about my feelings for her. Or her feelings for me."  
He laughed, but I could only smile. His laugh was infectious. "One thing I've never been able to work out is how mares are feeling."  
"I'm just not sure what to say to her. Or how to act around her." I chewed my lip nervously.  
The stallion just carried on walking. "I think that as long as you act like yourself, then whatever will happen, will happen." He fell silent and left me wondering what in Britannia he'd meant.  
"But-"  
He interrupted. "This is something you need to think about more carefully. Affairs of the heart are the most painful, and an old fool like me is nopony to be putting your faith into. Don't ask me for advice, but maybe I can be a good listener."

And that's how I found myself pouring out every private thought I'd had about Rarity into the ears of a total stranger. I told him about the ice cream, and about the dresses, and about how generous she was. He didn't reply and just let me continue, only letting me know he was taking in every word with occasional nods of his head. So I told him about our near muzzle-bump on the tube and how she'd once walked in on me in the shower. And about how I wasn't sure whether today had been a date or just friends out shopping and whether if thinking it might be a date made me a terrible friend.

He kept on listening.

I slumped down in the back of the cart, watching signs for Buckingham going past. Rarity was still asleep, her soft white coat rising and falling rhythmically, puffs of condensation coming from her mouth like the dragons in the stories. Her long lashes lay still and I wondered what she was dreaming about. She certainly didn't look as troubled as I felt.  
A rogue impulse told me to _kiss her_. Kiss her?! Where did that come from? Friends kissed friends, of course, on the cheek. But this urge had been to kiss her on the lips. My friend's mouth was there, and she was asleep, so it couldn't hurt, could it?

I sat in silence, staring. Of course it could hurt. If she found out she might never talk to me again. And nothing was worth losing her friendship over.  
But if I didn't do it now, I might never get another chance.  
Rarity is my friend. If I do something so stupid and betray her trust, I couldn't live with myself.  
So soft and warm...  
If it were me sleeping, would I want Rarity to just lean over and kiss me like that?

_Yes._


	5. Chapter 5

The next fortnight was one of the hardest I had ever endured at Buckingham. The schoolwork was getting easier, what with it being the lead-up to Hearth's Warming Eve and all of the teachers laying off the homework to let us put up decorations in our dorms or write out traditional cards for each other. There was even a school postage system, where if you wanted to send cards to somepony you could give them to an adorable first year pegasus who would flap around and make sure they all got to the right ponies. I sent all of mine as soon as they started doing deliveries; I liked to decorate my wall with them and the longer they were up, the better.

Actually, I didn't send all of mine. I didn't send one to Fly, Miri or Rarity. I didn't know what to put into any of them. In the end, I decided to wait until I got theirs first. Then I knew the appropriate response. I didn't want to seem like I didn't care, nor did I want to seem like I was overly-attached. Presents were the same, although because everypony was short on bits we just enacted a present-exchange system. I had to get something for Miri, and decided to gift her my old pair of faux ears. She was the only pony I knew who could possibly get away with wearing them.

But none of this was the difficult part. What was difficult was having to be around Rarity but be totally unsure about my feelings. She didn't seem to be acting any differently on the surface, but sometimes I accidentally caught her eye and we both blushed, or I bumped into her in the corridor and she suddenly looked a little shy. The rational part of my head was screaming at me that Rarity was just a friend and I was being stupid, but the rush of happiness I felt when I saw her mane bounce or her excited smile. Some ponies said that there was nothing like a summer romance, but I was starting to strongly suspect that a Hearth's Warming romance was even better.

Not that I would admit it was anything like romance. Anyway, she probably just thought of me as a friend.  
But it was oh-so-hard to keep myself from staring at her while she worked on my dress for the ball, while childish thoughts of how pretty she would look in her dress, and how maybe just _maybe_ she might want to dance with me, were running through my head. I had to look away hastily and pretend to be making paper chains every time she looked up. But once she turned her attention back to the fabric, my eyes wandered.

The last few days of school were mainly spent playing seasonal games in lessons and not really achieving anything. I had two essays to do over the break, along with a whole pile of homework. And I'd spent fifteen minutes on the phone to my parents about how I was going to get back home; we'd eventually agreed that I'd get the train, but Mum insisted on coming to pick me up from the station. No doubt so she could interrogate me about how my work was going and read my end-of-term report as soon as she could.  
The winter ball was on the Saturday night, and then everypony was going on Sunday. When Saturday finally arrived, Rarity was most definitely not okay.

"Please stand still Fly. This will only take a few moments," she said irritably, poking another pin into the dress.  
"Ow! Rarity, that's my coat you're poking," Fly snapped back, shifting away from the pain and accidentally pulling a hem loose.  
Rarity scowled. "If you can't stay still and be a big pony for five minutes, then this dress will look just awful."  
The two of them stared each other down while Miri tittered away in the background.

"I wish Rarity would lighten up a bit. Up until this week she was fine about the dance, but now she's suddenly uptight," Fly complained to me after I'd had my final fitting. Rarity had gleefully informed me that I was back to my regular weight, which I mainly put down to worrying, but it put me in a good mood anyway. I just wanted all of my friends to get along.  
"Don't be too harsh. She did make that dress for free," I reminded her, my eyes straying over to the white unicorn who was now efficiently sewing up my hem.

Fly grabbed my hoof and dragged me into the corridor without warning. I yelped and tripped, ending up in an untidy heap on the carpet.  
"Hey, that wasn't very nice!" I said, craning my neck to get another look back into our dorm. Fly shut the door and marched towards the stairs. The atmosphere had taken a turn for the tense, and I wondered if my siding with Rarity had upset my best friend. I followed Fly, already formulating an apology and feeling terrible.

She led me into the grounds, which were frosty but still not snowy. We'd lost all hope for a white end of term.  
"Cat, tell me what's going on," Fly demanded, walking slowly around the perimeter path. The gravel crunched underneath my hooves and I felt cold, but I had never kept anything from my best friend before and if I ran off, she wouldn't forgive me.  
"How do you mean?"  
"Every time I've spoken to you in the past two weeks you've just been distant. I thought it might have been because of your school work, but now you seem to be over that. So why have you been acting like I barely exist?"

Her hot words burnt me and my ears dropped. "I haven't been acting like you don't exist..." I said quietly, looking at the ground.  
"You have. I haven't even had a card from you yet. My card for you has been written for weeks and I haven't been able to give it to you, and now it's the last day."  
I sighed. "It's a secret."  
"So you'll tell me?"  
My eyes were screwed up, half in thought and half because I thought I might cry. "I don't know how to tell you."  
"Did you tell somepony I'm afraid of the dark?" she asked, her tone changing to one of hurt. I could feel her big frame suddenly deflating, like I'd betrayed her.  
"No! Of course not."

If I told Fly, I could trust her never to tell any other pony. But if I told her, it might come between us. If it were a colt I liked, I would tell her in an instant, but the fact that it was a filly was holding me back. I didn't want her to think I was a freak or anything, or that I was creepy.  
"Cat, if you don't feel you can tell me, then that's okay. I just want to be here for you."  
I cried, a lot. Fly was too good at this whole 'being nice' thing. I just wanted to be wrapped up in her feathered wings and not think about anything ever again.

"I... I think I l-like R-Rarity," I eventually said between sobs. I studied her expression through watery eyes, watching from disbelief to to shock to comprehension in a flicker.  
She hugged me again. "So that's it... why didn't you think you could tell me?"  
I wanted to scream at her for being so perfect. Why did I have to end up with the _best _best friend in the entire of the pony world?

We carried on walking while I choked back my tears and managed to tell her everything about the trip to Maneminster. Nearly everything.  
"So you only realised when that stallion suggested it?" Fly asked, her big eyes fixed on me. "Or did you know before that?"  
"I don't know... I think maybe I knew but didn't want to admit it. You know what ponies would think," I said, truthfully.  
"I won't tell anypony. Promise."

I kicked gravel, hoping my outpouring of tears wouldn't ruin my face for the upcoming dance. "Sorry I haven't been paying you much attention lately. My head has just been in about ten different places," I said apologetically, feeling bad.  
Fly laughed. "Was this while your eyes were fixed on Rarity? Don't think I didn't notice."  
I blushed deeply and couldn't meet her gaze. "Was it that obvious?"  
"Only to me, I think, because I know you so well," she said kindly. "You should really try not to do it so much, though. Otherwise she'll notice."

Fly paused, but only for a moment. "Are you going to tell her?"  
I had no answer for this. "I don't know. Maybe. I had half-thought about telling her at the dance."  
"So soon?"  
I shrugged, not taking my eyes off the path. "If there was a moment that was right."  
The pegasus nodded. "Well you know I'll be there for you if you need me."

I spent most of the rest of the day fidgeting and switching my attention between magazines and complaining about my mane and books and packing my suitcase and despairing about my mane. An hour before the dance, Rarity told me to go into the bathroom so she could do my mane and make-up.  
"Don't worry Fly, I'll get to yours afterwards. But as I'm sure you'll agree, Cat's mane needs much more work than yours."  
Rarity locked the door behind her and I sat awkwardly on a backless chair, feeling my mane and tail being tugged gently by the unicorn's magic.

"Okay, so do you have any ideas about how you want your mane and tail done? I have a plan that goes with your dress, but if you'd prefer another style?"  
I was alone in a room with Rarity. And the door was locked. And she would be dressing me. Eep.  
"Cat, darling? Are you feeling okay?"  
My reply was a squeak. I could see a pair of terrified eyes staring back at me in the mirror.  
"Do you need a drink of something?"

Sipping water helped me feel better, and I eventually made it clear that she could go right ahead with my mane and tail. And then she set to work, sliding hairpins in here and elastics in there, twisting and spraying. The mirror didn't reveal too much of her technique, so I just sat back and hoped she couldn't read my thoughts.  
"Your dress is just perfect now. I've done all of the sewing and it should fit just right, but you need to be careful not to move too quickly in it. The underside is rather delicate and anything more than a light trot could tear it," I was told. "I'm going with light make-up of course, our coats are so similar that I'll just use what I've got in my bag. Anything too dark will just look awful." I tried to nod but my mane was being too tightly held back, so I just smiled and hoped she understood.

She put some kind of fabric over my head and told me to go and get Fly back. I looked weird with the stuff on my head, but I got Fly back.  
"You look funny, Cat," Miri told me, looking up from her magazine.  
"Did you get to see Weight again? I forgot to ask," I said, sitting down heavily on my bed and simultaneously wishing the evening was over and feeling terribly excited for the dance.  
"Yeah, but he didn't seem that interested. I think I might dump him," Miri said without looking up again. "There are plenty more fish in the sea."  
"True. I think you're better off with a colt who suits you."

Miri could sometimes be difficult to handle when it came to colts, so I hoped I hadn't said the wrong thing.  
"You know Cat, you're right. I need to look for a colt who suits me instead of hoping I suit him. I am a sophisticated and educated mare after all, and they're all just thick-headed colts."  
I giggled and hoped it wasn't going to dislodge my manestyle. "Good idea."

Fly came out of the bathroom, her manestyle now wrapped up in the same fabric as mine. "I don't know what this is but Rarity says it will help," my best friend said, pointing with a hoof. "She wants you back in there though for more torture."  
Rarity was doing her hair expertly with her magic when I stepped back inside, butterflies having a panic attack in my tummy. "Okay Cat, I'll take the fabric off but then your mane and tail will be done, so if you need to scratch your neck, do it now before I let your mane down. I blushed and rubbed the side of my neck with my hoof.

Once done, her horn glowed and pulled the fabric away. I barely recognised my horrible old straight mane, which was now curled and styled to perfection. I moved my head and it moved just the right amount, not like my old mane which swung there irritatingly.  
"Oh... wow." I felt a surge of happiness directed towards my mane and the mare responsible for it.  
"I'm glad you like it, darling. Now, I'm going to help you into your dress if you don't mind. I need to make sure it sits right."

This was the part I had been dreading. I mean, I don't normally wear clothes, but after years of accessories and dresses, not wearing anything was a little... well, embarrassing. I mean, everypony could see my cutie mark! I felt a blush spreading through my cheeks.  
"Oh my, if you'd rather do it yourself, I'm happy to step outside," Rarity said, her cheeks turning pink.  
"No, it's okay. Not like it's anything that I'm not normally wearing, right?" I said, mainly trying to justify it to myself.  
"Okay then." Rarity unzipped a bag containing my dress, which was a midnight black and shimmered in the light. "Don't look too closely, I want you to have the full effect when you see it on you."

Getting into it was no easy matter. I had to carefully direct my hooves through intricate leg holes and try not to get my tail snagged. All in the cramped space inside the bathroom, and with Rarity fussing over the hems and batting my hooves away when they strayed towards the decorations.  
It was worth it when Rarity fastened the last catch and told me to look into the mirror. We both gasped at the same time.  
"Rarity... I..."  
"It's quite alright darling. I'm glad it suits you so well."  
"But... it's magnificent!"

It was all I could do to stop myself from stamping my hooves happily and squealing.  
"Now, just be careful when you move, and go and get Fly. I need to finish her too."  
I did my best to emerge serenely from the bathroom, trying not to let the hems trail on the carpet.  
"Oh my!" Fly said, the look on her face saying it all. Against my wishes, I blushed again. "You look amazing."  
"Thank you Fly, but you really need to tell Rarity. Anyway, she wants you now."

As Fly was probably going through the same transformation I had, Miri buzzed around me like a bee, marvelling at my dress and manestyle from every angle. "Rarity just keeps getting better and better. Once she has a boutique, her dresses will be fit for the finest ponies in the whole world!"  
I couldn't help but agree. The dress fitted perfectly, showing off my slender forehooves and the silver necklace that my mother had given me for my sixteenth birthday. The rest of it disappeared into folds of black, seeming somehow mysterious and yet reflecting my mane. The tiny decorations must have taken Rarity hours, but when you looked up close you could see that the decorative stitching was as good as the dress itself.

Sitting down was no longer an option, so I just admired the dress while Miri continued to fuss over me, tucking a stray hair back behind my ear.  
Fly came out of the bathroom next, looking equally as amazing as I did. Her dress was a kind of pale green and was made out of some light material, which somehow did a great job of offsetting her extra height and playing on her natural beauty.  
"Fly... I can't believe you look so-" I started, but Miri bounced past me with a squeak.  
"Oh, by Britannia! This is fantastic! You look so good, I wish wish wish I could be there at the dance with you!"  
Fly looked a little embarrassed as she made her way over to her bed to find shoes. Flats, of course. Any animosity between her and Rarity was forgotten as Miri did her bee act again.

I checked the clock and it said it that the dance was about to start. We'd leave in about ten minutes, so I let Miri hunt around in the wardrobe for my black heels. Rarity had told me not to bother getting new ones, and I could see why. The ones I had were perfect, and attention would be on my dress, not on my hooves. Once the heels were on, and I was a few inches taller, I did a few test walks. Everything seemed perfect, so long as I didn't move too quickly. Rarity was right about the underside, it was rather restrictive.

We waited patiently for Rarity to finish. She could be a perfectionist at times and was normally five minutes behind schedule. But when she came out of the bathroom, her hair waving its way down her neck and finishing at the neckline of one of the most fabulous dressed I had ever laid eyes on, it didn't matter what time it was.  
The three of us were speechless.  
"Well, what do you think?" Rarity asked, the slight smile saying that she probably already knew. The dress was a gentle pink, with the darker lines breaking it up into a truly great piece of fashion. I had no idea how she'd come up with it to suit her so well.

"Rarity, it's just unbelievable," Fly managed.  
"Super-amazing!" Miri piped up, before launching herself forwards to get a good look.  
I just mumbled incoherently. "Mane... dress... wow... just... mane..."  
Rarity seemed flattered by all of the attention and fluttered her eyelashes. "I'm glad you like it. Let me get my shoes and we can go down to the dance."  
"I am _so_ coming with you," Miri asserted. "I don't care what they do to me, I have to be there to see the moment you three walk in."

We traversed the corridor in single file, anxious not to crease our dresses, with Miri leading the way happily. I was afraid that I might have a mishap on the stairs but I managed to keep my balance, and as I heard the strains of music coming from the hall my tummy was starting to feel like something was churning in there.  
"Okay girls, now just take it slowly. We can walk in together. Fly, you go on the left," Rarity said, before straightening her back and carrying herself gracefully. I did my best not to let her down as Miri trotted over to the doors and held them open for us.

It's safe to say that the next few moments were some of the best I can remember. Everypony turned to look at us, there were gasps, sighs and squeals, and not just a few jealous glances.  
"Remember girls, grace and poise," Rarity reminded us in hushed tones as we headed for a group of ponies I knew from class, skirting around the empty dance floor.  
"Hi everypony," Fly said, her cheeks burning from the attention. I realised that the only reason I wasn't blushing was because I was so distracted by how amazing the moment was. But now everypony was going back to their conversations and I felt a little silly. What if my mane was lopsided? Or I'd taken a short step?

Rarity reassured me with one of her brilliant smiles. "You were fantastic darling. And even if I say it myself, you look fantastic too. Definitely one of my finer creations.  
"Yours is the best though Rarity. It's... beautiful." I could feel my blush as I said the words, my mind slipping into its highest gear and wondering whether that was too much.  
"Why thank you. That's very kind," Rarity replied, her cheeks matching mine. "But you'd better stop with the compliments or my colour will be ruined."

There were a few colts around at the dance but they seemed to be mainly interested in their fillyfriends rather than anypony new. Not that this bothered me; the boost to my self-esteem that my dress had provided had brought me to terms with my crush on Rarity. Yes, I was admitting it to myself. She did look beautiful in that dress, and I made a resolution to tell her how I felt before the evening was over.

The first of the formal dances began. I couldn't dance with Rarity because I'd only learnt the steps with Fly (Rarity and I were the female partners, Miri and Fly were male). Rarity waved her hoof at us as we stepped into the dance floor, trying to remember the right steps and wondering whether formal dancing was really part of the 'essential curriculum'. Of course, since Miri was barred from attending (some of the teachers had firmly escorted her back to the dorm), Rarity was partner-less and I could see she was a little disappointed not to be able to show off her dress on the dance floor. I ached to go back and ask her to dance with me, but I knew that could wait for later.

There must have been some kind of fashion magic going on, because not only did Fly and I manage to execute all of the dances perfectly, with only a few minor wobbles, but we also managed to do it all without ruining our dresses. Applause rang out around the hall as we finished, and I made my way back with fly to the sidelines to try and find Rarity as some more upbeat, contemporary classical music began to be played by the quartet on stage.  
"Have you seen Rarity?" I asked Fly, who shook her head. I desperately wanted to find her, but it was too difficult to move in the dress, so I decided to stay put and wait for her to come back.

She was a very long time in coming back.  
"Probably being asked about her dress," Fly told me as we headed back to the dance floor for a few minutes. "You know, being that she made it herself and everything."  
Rarity's dress was definitely the best one at the dance, and it made sense that she would be inundated by curious ponies asking her. I accepted this explanation and enjoyed myself dancing with my best friend, laughing at each other when we pulled strange faces. My eyes kept strafing the sides though, looking for Rarity.

"Fly, I'm going to go and find Rarity. Maybe I can rescue her from some inquisitive ponies," I eventually said, not wanting my friend to spend the whole dance stuck with annoying questions and no time to have fun with her friends. Despite my dress, I started to work my way around the hall, darting in between dancing ponies and keeping my eyes peeled. She had to be here somewhere, probably stuck in the middle of some giant group of annoying ponies. Oh well, maybe I could get her away.

There was a bounce in my step as I walked. The dancing and the dress had made me happy, but I was still a little nervous about confessing to Rarity. She could still say no. But I would feel better if I told her, and maybe it would stop me from staring at her so much. I needed to tell her, and if she was ever going to be happy to hear it, it would be if she was feeling the same way as I was at the dance. I was practically bouncing around in happiness.

And then I saw her.  
At first, I couldn't tell what she was doing. She seemed to be having a conversation with somepony in a weird dress. Then I realised that the dress was actually a suit, and it was being worn by a colt. Why would Rarity be talking about dresses with a colt? Wait, what was her tail doing? It couldn't be... wrapped around his? No, it was probably a mistake. I mean... what were they doing... why was she leaning closer to him...  
_NO!_

I felt every last piece of that happiness that had been building up inside me turn into total and complete sadness. I shut my eyes tightly and set off at a respectably fast pace for the doors, drawing looks and comments from those around me. I burst through the doors and broke into a gallop, heading out into the cold night with hot tears running from my eyes. I wanted to be anywhere but there, as far away from Rarity and... and him, as possible. I could feel the dress tearing and breaking, but I didn't care.

My legs gave out when I reached the far side of the grounds, and I just sank into a heap and felt terrible. I cried with loud sobs, not caring about the tears rolling down my cheeks and my crushed manestyle. My heart was crushed just as much, and there was nothing I could do but cry.  
"Cat?" a familiar voice said. I was too busy sobbing to reply, but I felt comforted that she was there. "Don't cry Cat." I found myself being pulled into a rather wet hug. I let out my emotions onto Fly's shoulder, my back shaking. "Why are you crying?"  
I sniffed. "Rarity..." was all I managed before bursting into tears again.  
"Come on Cat. It's okay."

I only calmed down once the cold had started to make me shiver. Fly was all for going inside, but I didn't think I could face Rarity.  
"She probably has no idea what's going on. After all, you didn't confess to her, right?" Fly said, trying to reassure me. "Just make an excuse."  
Her logic was sound, but something was holding me back. I felt terrible for ruining her dress, and I almost felt as if I must have failed her for her to shun me like that. Even if she had no idea what she'd done.  
"I... I just can't."  
"Come on Cat. You'll have to eventually. You'll feel better once you're back in our dorm."

There wasn't much chance of that, but I felt bad for Fly being out in the cold, so I agreed and gingerly got back onto my hooves.  
"That's it. We can go nice and slowly," Fly said, using one of her wings to gently wipe my eyes.  
I smiled and did my best to feel better. I really was glad I had such a caring friend as Fly. She helped me all the way back up the stairs and into the dorm, where Miri was waiting eagerly.  
"How did... oh," Miri said, her face falling when she saw mine.  
"It's okay Miri. Cat's just a little upset," Fly said, guiding me towards the bathroom so I could clean my make-up. "She'll be fine soon."

Miri, for all of her flaws, showed superb self-restraint in not poking further. Fly shut the door behind us and I let out a huge sob.  
"Now Cat, let's get this make-up off," she told me, sitting me down and lowering her voice. "You must be feeling really terrible."  
I nodded and it was perhaps the most pathetic nod I had ever made. I felt like a useless pile of pony parts who could do nothing but feel useless. "I... I don't know how to feel."  
"Well, I think that you need to be the amazing pony I know you are and stand up to this. It'll be tough but you're much tougher," she said, her voice soothing me as she used a damp tissue to clean the worst of my ruined make-up off. "And anyway, you've got the whole of the holidays to get over this, and I know you will."

I was glad it was the holidays, for the first time. I wouldn't have to see Rarity and have to face her. Maybe if I stayed in bed until the last moment tomorrow, I might not even have to speak to her.  
"At least you didn't confess to her. That would have made things worse," Fly said, stroking my mane. "You're fine. Do you want me to give them an excuse?"  
Another one of my pathetic nods.  
"Okay. I'll say you felt unwell and got upset because you'd have to miss the rest of the dance."  
"Thank you," I croaked. Now my throat was dry and sore because of the crying. My overall uselessness caused Fly to smile and hug me more tightly.

"You'll be okay. Don't worry."  
"Fly... can I tell you something?" I'd lowered my voice to little more than the slightest whisper.  
The pegasus smiled. "I need to tell you that you should get out of that dress. But tell me anyway." She started to unzip my dress, which was awkward because I was just lying on the floor and feeling miserable.  
"I... you can't tell anyone, ever. Super best friend promise."  
"Super best friend promise."

I took a deep breath. which turned into a series of little sobs. I couldn't cry another tear.  
"I... I... kissed Rarity."


End file.
